EXHIBIT 10.19

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

THIS RESTRICTED STOCK
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 units (Stock Units) granted by the Corporation to the
Grantee as to the number of Stock Units first set forth below.

|                                                                           
|---------------------------------------------------------------------------
|Number of Stock Units:1  _____                                             
|Performance-Based Vesting Period:1,2  January 1, 20___ 
December 31, 20___
|Time-Based Vesting Date:1,2  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 Units
(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 of the Terms and
Section 7.1 of the Plan. 2    Subject to early termination under Sections 2, 5 and  8 of the Terms and
Section 7.4 of the Plan.

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TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

1.    
 Stock Units; Vesting.

1.1     Stock
Units.   As used herein, a Stock Unit is a non-voting unit of measurement which is
deemed for bookkeeping purposes to be equivalent in value to one outstanding share of
Common Stock of the Corporation. The Stock Units shall be used solely as a device for the
determination of any payment to eventually be made to the Grantee if and when such Stock
Units vest pursuant to this Section 1.

1.2    
Performance-Based Vesting.   Subject to Sections 2 and 5 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 Stock
Units 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). Stock Units 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 Stock Units
  subject to the Award shall vest;                                                                                                                                                                                                  
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if Actual  Performance  equals 95% of the Performance  Target, 50% of the Stock Units 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 Stock Units  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 Stock Units subject to the
  Award shall vest);
| |  | if Actual  Performance is less than 95% of the  Performance  Target,  0% of the Stock Units subject to the
 Award shall vest pursuant to this Section 1.2.                                                                                                                                                                                     

1.3     Time-Based
Vesting.   Subject to Sections 2 and 5 below, the number of Stock Units 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
Stock Units subject to the Award and the rights and benefits under this Award Agreement
require continued employment or service through the applicable Distribution Date (as
defined in Section 4) applicable to such Stock Units. Except as expressly provided in this
Section 2 or in Section 5, 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 Stock Units 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 Stock Units
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 (the Performance Pro-Rata Fraction); and (b) the number of Stock
Units 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 (the Time Pro-Rata Fraction). If this Section 2.2.1
applies, any Stock Units 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 Stock Units subject to the Award that shall become vested as of the
conclusion of the Performance-Based Vesting Period (or Short Performance-Based Vesting
Period, if applicable as provided below) shall equal the sum of (a) the number of Stock
Units 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 the Performance Pro-Rata
Fraction; and (b) the number of Stock Units 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 the Time Pro-Rata Fraction; 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 Stock Units 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 Stock Units 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 (or Short Performance-Based Vesting
Period, if applicable).

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 Stock Units subject to the Award that
shall become vested as of the Grantees Severance Date shall equal the number of
Stock Units that did not vest as of the conclusion of the Performance-Based Vesting Period
in accordance with Section 1.2 above multiplied by the Time Pro-Rata Fraction. If
this Section 2.2.3 applies, any Stock Units 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 5 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 Stock Units 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 and total 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.

2.3     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.      No Stockholder Rights.

The Grantee shall have no
rights as a stockholder of the Corporation, no dividend rights and no voting rights with
respect to the Stock Units or any shares of Common Stock issuable in respect of such Stock
Units, until shares of Common Stock are actually issued to and held of record by the
Grantee. No adjustments will be made for dividends or other rights of a holder for which
the record date is prior to the date of issuance of the stock certificate evidencing the
shares.

4.     
 Timing and Manner of Distribution of Stock Units.

Stock Units subject to the
Award that vest will be paid in an equivalent number of shares of Common Stock (either by
delivering one or more certificates for such shares or by entering such shares in book
entry form, as determined by the Corporation in its discretion) no later than seventy (70)
days after the applicable Distribution Date with respect to such Stock Units. Such payment
shall be subject to the tax withholding provisions of Section 9 below and
Section 8.5 of the Plan and subject to adjustment as contemplated by Section 7below and Section 7.1 of the Plan and shall be in complete satisfaction of such
vested Stock Units. The Grantee or other person entitled under the Plan to receive the
shares shall deliver to the Corporation any representations or other documents or
assurances required pursuant to Section 8.1 of the Plan. Delivery of any
certificates will be made to the Grantees last address reflected on the books of the
Corporation or its Subsidiaries unless the Corporation is otherwise instructed in writing.

The Distribution
Date for the Stock Units that vest pursuant to the Award shall be determined
pursuant to this paragraph. The Distribution Date for Stock Units that vest pursuant to
Section 1.2, Section 2.2.1, or Section 2.2.2 shall be the last day of the
Performance-Based Vesting Period (or, in the case of vesting pursuant to Section 2.2.2,
the last day of the Short Performance-Based Vesting Period, if applicable). The
Distribution Date for Stock Units that vest pursuant to Section 1.3 shall be the
Time-Based Vesting Date. The Distribution Date for Stock Units that vest pursuant to
Section 2.2.3 shall be the date on which the Grantees employment or services
terminate. The Distribution Date for Stock Units that vest pursuant to Section 5.1 shall
be the date on which the event giving rise to accelerated vesting of such units occurs.
The Distribution Date for Stock Units that vest pursuant to Section 5.2 shall be the later
of the date on which the Grantees employment or services terminate or the date of
the related Change in Control Event.

5.      Changes in Control.

5.1     Possible
Acceleration upon Change in Control.   Upon a dissolution of the Corporation or other
event described in Section 7.1 of the Plan (which generally covers certain mergers
or similar reorganizations) 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), then if the Stock Units subject to the Award are not then otherwise
fully vested (and have not previously terminated), they shall automatically become vested
upon the occurrence of such event; provided that such acceleration provision shall not
apply, unless otherwise expressly provided by the Committee, to the extent that the
Committee has made a provision for the substitution, assumption, exchange or other
continuation or settlement of the Award, or the Award would otherwise continue in
accordance with the terms of this Award Agreement, in the circumstances. Any acceleration
of the Stock Units shall comply with applicable legal requirements. The Committee may
reinstate the original terms of the Award if an event described in this Section 5.1
giving rise to the acceleration of Stock Units subject to the Award does not actually
occur. Subject to Section 5.2 below, if an acceleration of the outstanding Stock Units
subject to the Award is triggered by this Section 5.1 but the Grantees employment
terminated prior to the event triggering such acceleration in circumstances covered by
Section 2.2.1 or 2.2.2 and the number of Stock Units that are to vest pursuant to Section
2.2.1 or 2.2.2 has not yet been determined as of the date of such event, the number of
Stock Units subject to the Award which shall vest in accordance with such event shall
equal the number of Stock Units outstanding subject to the Award immediately prior to such
event multiplied by the Performance Pro-Rata Fraction, and the balance of the Stock Units
subject to the Award (the portion not so vested) shall thereupon terminate. The preceding
sentence shall control in the event of any discrepancy with Section 2.2.1 or 2.2.2.

5.2     Termination
of Employment in Connection with a Change in Control.   The following provisions of this
Section 5.2 supersede any inconsistent provision of Section 2.2. The Stock
Units subject to the Award, to the extent such Stock Units are outstanding and have not
previously become vested in accordance with the terms hereof, 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,  or (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.                                                                                                                                                                       

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 Grantees authorities, duties, and/or
responsibilities, (when such authorities, duties, and/or responsibilities are viewed in
the aggregate) from their level in effect on the day immediately prior to the Change in
Control Event; (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).

5.3.      Section 280G.  
          Notwithstanding anything else contained in this
          Section 5 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).

6.     
         Non-Transferability.

Prior to the time the
Stock Units are vested and paid, neither the Stock Units comprising the Award nor any
other rights of the Grantee under this Award Agreement or the Plan may be transferred,
except as expressly provided in Section 5.7 of the Plan. No specific exception to
the general transfer prohibitions set forth in Section 5.7 of the Plan has been
authorized by the Committee.

7.     
        Adjustments.

Upon the occurrence of an
Event (as defined below), the Committee shall make adjustments as it deems appropriate in
the number and kind of securities or other consideration that may become payable with
respect to the Award. If an Event shall occur and the Award has not been fully vested and
paid upon such Event or prior thereto, the Award may become payable in securities or other
consideration (the Restricted Property) rather than in the Common Stock
otherwise payable in respect of the Award. Such Restricted Property shall become payable
at the times set forth in Section 4 above or such earlier time as the Committee may
authorize pursuant to Section 8 below. Notwithstanding the foregoing, to the extent
that the Restricted Property includes any cash, the commitment hereunder shall become an
unsecured promise to pay an amount equal to such cash (with earnings attributable thereto
as if such amount had been invested, pursuant to policies established by the Committee, in
interest bearing, FDIC insured (subject to applicable insurance limits) deposits of a
depository institution selected by the Committee) at such times and in such proportions as
the Award becomes payable in accordance with Section 4 above. Notwithstanding the
foregoing, the Award and any Common Stock or other securities or property payable in
respect of the Award shall continue to be subject to proportionate and equitable
adjustments (if any) under this Section 7 consistent with the effect of such events
on stockholders generally, as the Committee determines to be necessary or appropriate, and
in the number, kind and/or character of shares of Common Stock or other securities,
property and/or rights payable in respect of Stock Units granted under the Plan. All
rights of the Grantee hereunder are subject to those adjustments. For purposes of this
Award Agreement, Event means a liquidation, dissolution, Change in
Control Event, merger, consolidation, or other combination or reorganization, stock split,
stock dividend, reverse stock split, or a recapitalization, reclassification,
extraordinary dividend or other distribution (including a split up or a spin off of the
Corporation or any significant Subsidiary), or a sale or other distribution of all or
substantially all the assets of the Corporation as an entirety.

The Committee shall adjust
the performance measures, performance goals, relative weights of the measures, and other
provisions of this Award Agreement to the extent (if any) it determines that the
adjustment is necessary or advisable to preserve the intended incentives and benefits to
reflect (1) any material change in corporate capitalization, any material corporate
transaction (such as a reorganization, combination, separation, merger, acquisition, or
any combination of the foregoing), or any complete or partial liquidation of the
Corporation, (2) any change in accounting policies or practices, (3) the effects of any
special charges to the Corporations earnings, or (4) any other similar special
circumstances.

8.     
       Possible Early Settlement of Award.

The Committee retains the
right to accelerate the vesting and distribution date of the outstanding and previously
unvested Stock Units subject to the Award in connection with an Event, a Change in Control
Event, or the termination of the Grantees employment with the Corporation or one of
its Subsidiaries. This Section 8 is not intended to prevent vesting of the Award
pursuant to Section 2 or Section 5 above or an adjustment to the Award as
provided in the Plan or Section 7 above.

9.     
        Tax Withholding.

Upon or in connection with
the vesting of the Stock Units, the distribution of shares of Common Stock in respect of
the Stock Units, and/or other event that triggers a tax withholding obligation with
respect to the Stock Units, the Corporation and each of its Subsidiaries shall have the
right at its or their option to (a) require the Grantee (or the Grantees
beneficiary, as the case may be) to pay or provide for payment in cash of the amount of
any taxes which such entity (or entities) may be required to withhold with respect to such
vesting, payment or distribution or (b) deduct from any amount otherwise payable to the
Grantee (with respect to the Stock Units or otherwise) the amount of any taxes which such
entity (or entities) may be required to withhold with respect to such vesting, payment or
distribution. In any case where a tax is required to be withheld in connection with the
delivery of shares of Common Stock under this Award Agreement, the Committee may, but is
not required to, reduce the number of shares to be delivered by (or otherwise reacquire)
the appropriate number of shares valued at their then fair market value (as determined
under Section 5.6 of the Plan), to satisfy such withholding obligation.

10.     
        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. Any notice shall
be delivered in person or shall be 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. Any such notice shall be deemed to be given only when
actually received, but if the Grantee is no longer an Eligible Person, shall be deemed to
have been duly given as of the date mailed in accordance with the foregoing
provisions of this Section 10.

11.     
        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 acquired 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.

12.     
         Limitation on Grantees Rights.

The Stock Units create no
fiduciary duty to the Grantee and shall create only a contractual obligation on the part
of the Corporation to make distributions, subject to vesting and the other terms and
conditions hereof, as provided in Sections 3 and 4 above. The Stock Units shall not
be treated as property or as a trust fund of any kind. No assets have been secured or set
aside by the Corporation with respect to the Award and, if amounts become distributable or
payable to the Grantee pursuant to this Award Agreement, the Grantees rights with
respect to such amounts shall be no greater than the rights of any general unsecured
creditor of the Corporation.

13.     
        Plan.

The Award and all rights
of the Grantee under this Award Agreement are subject to all of the terms and conditions
of the Plan, incorporated herein by this reference. 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.

14.      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.

15.     
         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.

16.      Construction.

This Award Agreement shall
be construed and interpreted to comply with Section 409A of the Code. The Corporation
reserves the right to amend this Award Agreement to the extent it reasonably determines is
necessary in order to preserve the intended tax consequences of the Stock Units in light
of Section 409A of the Code and any regulations or other guidance promulgated thereunder.

17.     
       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.

18.      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.

19.      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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