EXHIBIT 10.17

APRIA HEALTHCARE GROUP INC.
2003 PERFORMANCE INCENTIVE PLANRESTRICTED STOCK PURCHASE RIGHTS AWARD AGREEMENT

THIS RESTRICTED STOCK PURCHASE
RIGHTS AWARD AGREEMENT (this Award Agreement) dated ____________,
20____ by and between APRIA HEALTHCARE GROUP INC., a Delaware corporation (the
Corporation), and ________________________ (the
Grantee) evidences the award (the Award) of
restricted stock purchase rights (RSPRs) granted by the Corporation to
the Grantee as to the number of RSPRs first set forth below.

|                                                                         
|-------------------------------------------------------------------------
|Number of RSPRs:1   _____                                                
|Exercise Price per Share:1     $_______                                  
|Performance-Based Vesting Period:   January 1, 20___  December 31, 20___
|Time-Based Vesting Date:  December 31, 20___                             
|                                                                         

The Award is granted under the
Apria Healthcare Group Inc. 2003 Performance Incentive Plan (the Plan)
and subject to the Terms and Conditions of Restricted Stock Purchase Rights (the
Terms) attached to this Award Agreement (incorporated herein by this
reference) and to the Plan. The Award 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 Award set forth herein. 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 Award 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 Sections 2 and 4 of the Terms and
Section 7.4 of the Plan.

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TERMS AND CONDITIONS OF RESTRICTED STOCK PURCHASE
RIGHTS

1.    
          RSPRs; Vesting.

1.1     RSPRs.   Each RSPR subject to the Award
represents a right to purchase one share of the Corporations Common Stock at the
Exercise Price set forth on the cover page of this Award Agreement, subject to vesting as
provided herein. Except as expressly provided elsewhere in this Award Agreement, RSPRs
shall vest and become exercisable only as provided in this Section 1. RSPRs may be
exercised only to the extent they are vested and exercisable and only prior to the
expiration of the Award as provided herein. Fractional share interests shall be
disregarded for purposes of the Award.

1.2     Performance-Based Vesting.   Subject to
Sections 2 and 4 below, promptly following the conclusion of the Performance-Based
Vesting Period (as set forth on the cover page of this Award Agreement), the Compensation
Committee of the Corporations Board of Directors (the Committee)
shall determine the number of RSPRs subject to the Award (if any) that have vested based
on the actual performance of the Corporation during the Performance-Based Vesting Period
(Actual Performance) relative to the Performance Target
(Performance Target) established by the Committee for such period as
set forth on Schedule A attached hereto (Performance-Based Vesting).
RSPRs shall vest under this Section 1.2 as of the conclusion of the Performance
Period as follows:

| |  | if Actual  Performance is equal to or exceeds 100% of the  Performance  Target,  100% of the RSPRs subject
to the Award shall vest;                                                                                                                                                                                                      
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if Actual  Performance  equals 95% of the Performance  Target, 50% of the RSPRs subject to the Award shall
vest;                                                                                                                                                                                                                         
| |  | if Actual  Performance  equals an amount  greater than 95% but less than 100% of the  Performance  Target,
  between  50% and 100% of the RSPRs  subject  to the Award  shall  vest on a linear  basis  (e.g.,  if
  Actual  Performance  equals 97.5% of the  Performance  Target,  75% of the RSPRs subject to the Award
  shall vest);
| |  | if Actual  Performance is less than 95% of the  Performance  Target,  0% of the RSPRs subject to the Award
 shall vest pursuant to this Section 1.2.                                                                                                                                                                                     

1.3     Time-Based Vesting.   Subject to
Sections 2 and 4 below, the portion of the RSPRs subject to the Award that do not
become vested pursuant to Section 1.2 shall become fully vested as of the
Time-Based Vesting Date set forth on the cover page of this Award Agreement
(Time-Based Vesting). (The term Time-Based Vesting
Period means the period of time commencing with the Award Date and ending with
the Time-Based Vesting Date.)

2.     Termination of Employment/Service; No
Employment/Service Commitment.

2.1     Continuance of Employment/Service
Required. Performance-Based Vesting and Time-Based Vesting of RSPRs subject to the
Award and the rights and benefits under this Award Agreement require continued employment
or service through the conclusion of the Performance-Based Vesting Period or through the
Time-Based Vesting Date, as applicable. Except as expressly provided in this Section
2 or in Section 4, 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 herein or under the Plan.

2.2     Possible Vesting upon Termination of
Employment/Service.   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). The Committee shall
be the sole judge of whether the Grantee continues to render employment or services for
purposes of this Award Agreement.

2.2.1 Termination Due to Disability or Retirement Prior to End of Performance-Based Vesting Period.   In the event
the Grantees employment or services terminate due to the Grantees Disability
(as defined below) or Retirement (as defined below) prior to the conclusion of the
Performance-Based Vesting Period, the number of RSPRs subject to the Award that shall
become vested as of the conclusion of the Performance-Based Vesting Period shall equal the
sum of (a) the number of RSPRs subject to the Award that would have vested as of the
conclusion of the Performance-Based Vesting Period in accordance with Section 1.2
above (assuming no termination of employment or services had occurred) multiplied by a
fraction, the numerator of which shall be the number of whole months during the
Performance-Based Vesting Period the Grantee was employed by or rendered services to the
Corporation or a Subsidiary and the denominator of which shall be the number of whole
months in the Performance-Based Vesting Period; and (b) the number of RSPRs subject to the
Award that would not have vested as of the conclusion of the Performance-Based
Vesting Period in accordance with Section 1.2 above (assuming no termination of
employment or services had occurred) multiplied by a fraction, the numerator of which
shall be the number of whole months during the Time-Based Vesting Period the Grantee was
employed by or rendered services to the Corporation or a Subsidiary and the denominator of
which shall be the number of whole months in the Time-Based Vesting Period. If this
Section 2.2.1 applies, any RSPRs subject to the Award that do not vest in
accordance with the foregoing provisions shall terminate as of the conclusion of the
Performance-Based Vesting Period.

2.2.2     
Termination Due to Death Prior to End
of Performance-Based Vesting Period.   In the event the Grantees
employment or services terminate due to the Grantees death prior to the conclusion
of the Performance-Based Vesting Period, the number of RSPRs subject to the Award that
shall become vested shall equal the sum of (a) the number of RSPRs subject to the Award
that would have vested as of the conclusion of the Performance-Based Vesting Period in
accordance with Section 1.2 above (assuming no termination of employment or
services had occurred) multiplied by a fraction, the numerator of which shall be the
number of whole months during the Performance-Based Vesting Period the Grantee was
employed by or rendered services to the Corporation or a Subsidiary and the denominator of
which shall be the number of whole months in the Performance-Based Vesting Period; and (b)
the number of RSPRs subject to the Award that would not have vested as of the
conclusion of the Performance-Based Vesting Period in accordance with Section 1.2
above (assuming no termination of employment or services had occurred) multiplied by a
fraction, the numerator of which shall be the number of whole months during the Time-Based
Vesting Period the Grantee was employed by or rendered services to the Corporation or a
Subsidiary and the denominator of which shall be the number of whole months in the
Time-Based Vesting Period; provided, however, that if the Grantees death
occurs prior to January 1 of the final year of the Performance-Based Vesting Period, the
number of RSPRs to be pro-rated pursuant to clause (a) above shall be determined as if the
Performance-Based Vesting Period had ended on December 31 of the calendar year in which
the Grantees death occurred (a Short Performance-Based Vesting
Period) and the Performance Target reflected on Schedule A hereto shall be
adjusted pro-rata to reflect such Short Performance-Based Vesting Period. If this
Section 2.2.2 applies, any RSPRs subject to the Award that do not vest in
accordance with the foregoing provisions shall terminate as of the conclusion of the
Performance-Based Vesting Period.

2.2.3     
Termination Due to Death, Disability
or Retirement after Performance-Based Vesting Period. In the event the
Grantees employment or services terminate due to the Grantees death,
Disability or Retirement after the conclusion of the Performance-Based Vesting Period, the
number of RSPRs subject to the Award that shall become vested shall equal the number of
RSPRs that did not vest as of the conclusion of the Performance-Based Vesting Period in
accordance with Section 1.2 above multiplied by a fraction, the numerator of which
shall be the number of whole months during the Time-Based Vesting Period the Grantee was
employed by or rendered services to the Corporation or a Subsidiary and the denominator of
which shall be the number of whole months in the Time-Based Vesting Period. If this
Section 2.2.3 applies, any RSPRs subject to the Award that do not vest in
accordance with the foregoing provisions shall terminate as of the Grantees
Severance Date.

2.2.4    
 Termination for Any Reason Other than Death, Disability or Retirement.  
 Subject to Section 4 below, in the
event the Grantees employment or services terminate for any reason other than the
Grantees death, Disability or Retirement, the Award and any RSPRs subject to the
Award, to the extent not vested on the Severance Date, shall terminate as of the Severance
Date.

2.2.5    
 Definitions.   For
purposes of this Award Agreement, Disability means a permanent disability
(within the meaning of Section 22(e)(3) of the Code or as otherwise determined by
the Committee). For purposes of this Award Agreement, 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.

2.2.6    
 Time for Exercise of Award Following
Termination of Employment.   In the event that the Grantees employment
or services terminate due to the Grantees death or Disability, any RSPRs subject to
the Award that are vested at the time of or become vested in connection with such
termination of employment shall continue to be exercisable until the later of (a)
one year following the Grantees Severance Date, or (b) one year following the date
that such RSPRs became vested, and, to the extent not exercised, shall terminate
immediately following such period. In the event that the Grantees employment or
services terminate due to the Grantees Retirement, any RSPRs subject to the Award
that are vested at the time of or become vested in connection with such termination of
employment shall continue to be exercisable until the later of (a) three years
following the Grantees Severance Date, or (b) one year following the date that such
RSPRs became vested, and, to the extent not exercised, shall terminate immediately
following such period. Subject to Section 4 below, in the event that the
Grantees employment or services terminate for any reason other than the
Grantees death, Disability or Retirement, any RSPRs subject to the Award that are
vested at the time of such termination of employment shall continue to be exercisable for
three months following such termination and, to the extent not exercised, shall terminate
immediately following such period. Notwithstanding the foregoing, in no event shall an
RSPR be exercised after the Expiration Date.

2.3     No Employment/Service Commitment.
  Nothing contained in this Award 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.     Exercise of RSPRs.

3.1     General.   To the extent that the RSPRs
subject to the Award are vested and exercisable, the Grantee has the right to exercise
such RSPRs (to the extent not previously exercised), and such right shall continue until
the expiration or earlier termination of the Award. Fractional interests in RSPRs shall be
disregarded, but may be cumulated. No fewer than 100(1) shares of Common Stock
may be purchased at any one time, unless the number purchased is the total number of RSPRs
at the time exercisable under the Award.

3.2     Method of Exercise.   Vested RSPRs 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 Award (or
completion of such other administrative exercise procedures as the Committee 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 5.5 of
  the  Plan,  subject  to such  further  limitations  and  rules or  procedures  as the  Committee  may
  establish from time to time as to any non-cash payment;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | satisfaction of the tax withholding provisions of Section 8.5 of the Plan; and                                                                                                                                                                                              
| |  | any written statements or agreements required pursuant to Section 8.1 of the Plan.                                                                                                                                                                                          

4.     Early Termination of Award; Changes in
Control.

4.1     Possible Termination of Award upon Change
in Control.   The Administrator may terminate the RSPRs upon a dissolution of the
Corporation or other event described in Section 7.1 of the Plan that the
Corporation does not survive (or does not survive as a public company in respect of its
Common Stock), or upon a Change in Control Event (as defined in the Plan); provided, as a
condition precedent to any such termination, that (1) the Administrator shall, subject to
the exceptions set forth in the last two sentences of this paragraph and further subject
to Section 4.3, fully vest the outstanding and otherwise unvested RSPRs subject to
the Award, and (2) the Grantee shall be given reasonable advance notice of the
acceleration and impending termination and a reasonable opportunity to exercise the
outstanding vested RSPRs subject to the Award (including any RSPRs that vest pursuant to
the foregoing clause) before the termination of the Award (except that in no case shall
more than ten days notice of the accelerated vesting and impending termination be
required and any acceleration may be made contingent upon the actual occurrence of the
event). (If the Administrator provides for the termination of the RSPRs upon a dissolution
of the Corporation or other event described in Section 7.1 of the Plan that the
Corporation does not survive (or does not survive as a public company in respect of its
Common Stock), such event is referred to as a Termination Event.) The
Corporation shall provide for the substitution, assumption, exchange or other continuation
or settlement of the Award if it is not so terminated in connection with a Termination
Event or Change in Control Event. Any acceleration of the RSPRs shall comply with
applicable legal requirements. The Administrator may reinstate the original terms of an
award if a Change in Control Event or Termination Event giving rise to the acceleration
does not actually occur.

4.2     Termination of Employment in Connection
with a Change in Control.   The following provisions of this Section 4.2
supercede any inconsistent provision of Section 2.2. The Award shall be deemed to
be fully vested as of the Grantees Severance Date if 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:

| |  | the  Grantee's  employment  is  terminated  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,  and (ii) the 90th day  preceding the
 Change in Control Event,
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the  Grantee's  employment  is terminated  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 the Change in Control Event, or                                                                                  
| |  | the Grantee  terminates  employment  with the  Corporation  or a Subsidiary for Good Reason upon or at any
 time within two years following the Change in Control Event.                                                                                                                                                                          

Subject to Section 4.1, if
the Grantee incurs a Qualifying Termination, the RSPRs subject to the Award shall continue
to be exercisable until three years after the Grantees Severance Date.
Notwithstanding the foregoing, in no event shall an RSPR be exercised after the Expiration
Date.

For purposes of this Award
Agreement, Cause means the occurrence of either or both of the following: (1)
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 (2) 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 this Award
Agreement, Good Reason means, without the Grantees express written
consent, the occurrence of any one or more of the following: (1) a material reduction in
the nature or status of the Executive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; (2) 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; 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; (3) the failure of the Corporation to maintain the Grantees
relative level of coverage and accruals under the Corporations employee benefit
and/or retirement plans, policies, practices, or arrangements in which the Grantee
participates immediately prior 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 (4) the Grantee is informed by the
Corporation that his or her principal place of employment for the Corporation will be
relocated to a location that is greater than fifty (50) miles away from the Grantees
principal place of employment for the Corporation immediately prior to the Change in
Control Event).

4.3     Section 280G.   Notwithstanding anything
else contained in this Section 4 to the contrary, in no event shall the Award be
accelerated to an extent or in a manner which would not be fully deductible by the
Corporation for federal income tax purposes because of Section 280G of the Code. If the
Grantee would be entitled to benefits or payments hereunder and under any other plan or
program that would constitute parachute payments as defined in Section 280G of
the Code, then the Grantee may by written notice to the Corporation designate the order in
which such parachute payments will be reduced or modified so that the Corporation is not
denied federal income tax deductions for any parachute payments because of
Section 280G of the Code. Notwithstanding the foregoing, if the Grantee is a party to an
employment or other agreement with the Corporation, or is a participant in a severance
program sponsored by the Corporation, that contains express provisions regarding Section
280G and/or Section 4999 of the Code (or any similar successor provision), the Section
280G and/or Section 4999 provisions of such employment or other agreement or plan, as
applicable, shall control as to the Award (for example, and without limitation, the
Grantee may be a party to an employment agreement with the Corporation that provides for a
gross-up as opposed to a cut-back in the event that the Section
280G thresholds are reached or exceeded in connection with a change in control and, in
such event, the Section 280G and/or Section 4999 provisions of such employment agreement
shall control as to the Award).

5.    
          Non-Transferability.

The Award and any other rights of
the Grantee under this Award 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 Award 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.     Stock Ownership Requirements.

The Award and all rights of Grantee
under this Award Agreement or in connection with any shares of the Corporations
Common Stock purchased pursuant to this Award 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 Agreement between the Corporation and Grantee and the
Requirements referenced and defined therein.

8.     Plan.

The Award and all rights of the
Grantee under this Award 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 Award
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 Award Agreement (including these
Terms). The Grantee acknowledges having read and understanding the Plan, the Prospectus
for the Plan, and this Award Agreement. Unless otherwise expressly provided in other
sections of this Award Agreement, provisions of the Plan that confer discretionary
authority on the Board or the Committee 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 Committee so conferred by appropriate action of
the Board or the Committee under the Plan after the date hereof.

9.     Entire Agreement.

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

12.     Counterparts.

This Award 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 Award
Agreement are for convenience of reference only and shall not be deemed to alter or affect
any provision hereof.

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