EXHIBIT 10.16

APRIA HEALTHCARE GROUP INC.
2003 PERFORMANCE INCENTIVE PLANEMPLOYEE STOCK OPTION AGREEMENT

THIS EMPLOYEE STOCK OPTION
AGREEMENT (this Option Agreement) dated _____________________, by
and between APRIA HEALTHCARE GROUP INC., a Delaware corporation (the
Corporation), and ___________________________ (the
Grantee), evidences the stock option (the Option)
granted by the Corporation to the Grantee as to the number of shares of the
Corporations Common Stock first set forth below.

|                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number of Shares of Common Stock:1  _____                                                                                                                                                                         
|Exercise Price per Share:1     $_______                                                                                                                                                                           
|Vesting:1,2  The Option shall become vested as to one-third
 of the total number of shares of Common Stock subject to the Option on
         each
of the first, second, and third anniversaries of the Award Date.
|                                                                                                                                                                                                                  

The Option is granted under the
Apria Healthcare Group Inc. 2003 Performance Incentive Plan (the Plan)
and subject to the Terms and Conditions of Employee Stock Option (the
Terms) attached to this Option Agreement (incorporated herein by this
reference) and to the Plan. The Option 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 Option 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 Option 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 Section 4 of the Terms and
Section 7.4 of the Plan.

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TERMS AND CONDITIONS OF EMPLOYEE STOCK OPTION

1.   Vesting; Limits on Exercise; Incentive Stock Option
Status.

The Option shall vest and become
exercisable as set forth on the cover page of this Option Agreement. The Option may be
exercised only to the extent the Option is vested and exercisable.

| |  | Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the
right to exercise the Option (to the extent not previously exercised), and such right shall
continue, until the expiration or earlier termination of the Option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Minimum Exercise. No fewer than 1001shares of Common Stock may be purchased at any one time, unless
the number purchased is the total number at the time exercisable under the Option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | Incentive Stock Option Status. The Option is intended as an "incentive stock option" ("ISO") within the
meaning of, and to the maximum extent permitted within the limits of, Section 422 of the Code. The
Plan and Section 422 of the Code limit the number of shares of Common Stock of the Corporation
which may be treated as acquired pursuant to an ISO so that the aggregate fair market value of
shares with respect to which ISOs become exercisable during any calendar year under the Plan or any
other plan of the Corporation is limited to $100,000. To qualify the Option as an ISO, any other
applicable provisions of Section 422 of the Code must also be satisfied. Any shares of Common
Stock acquired pursuant to the Option in excess of the $100,000 limitation provided under the Code
shall be treated as acquired pursuant to a nonqualified stock option. The Grantee acknowledges
that the number of shares which may be treated as acquired pursuant to an ISO may be reduced in the
event the Grantee has been or is granted other incentive stock options to acquire Common Stock or
in the event the vesting of the Option is accelerated. The Corporation may, in the manner and to
the extent permitted by law, designate which shares are to be treated as stock acquired pursuant to
the exercise of an ISO.

2.   Continuance of Employment/Service Required; No
Employment/Service Commitment.

The vesting schedule requires
continued employment or service through each applicable vesting date as a condition to the
vesting of the applicable installment of the Option and the rights and benefits under this
Option Agreement. 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 in Section 4 below or under the Plan.

Nothing contained in this Option
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.   Method of Exercise of Option.

The Option 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 Option (or completion of such other
administrative exercise procedures as the Administrator 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  Administrator  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 Option.

4.1 Possible
Termination of Option upon Change in Control. The Option is subject to termination in
connection with a Change in Control Event or certain similar reorganization events as
provided in Section 7.4 of the Plan, provided that the then outstanding and
otherwise unvested portion of the Option shall have become fully vested as required or
contemplated by Section 7.2 or 7.3 of the Plan.

4.2 Termination
of Option upon a Termination of Grantees Employment or Services. Subject to
earlier termination on the Expiration Date of the Option or pursuant to Section 4.1
above, 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):

| |  | other than as  expressly  provided  below in this  Section  4.2:  (a) the Grantee will have until the date
  that is 90 days after his or her  Severance  Date to exercise the Option (or portion  thereof) to the
  extent that it was vested on the  Severance  Date,  (b) the  Option,  to the extent not vested on the
  Severance  Date,  shall  terminate  on the  Severance  Date,  and  (c)  the  Option,  to  the  extent
  exercisable  for the 90-day  period  following  the  Severance  Date and not  exercised  during  such
  period, shall terminate at the close of business on the last day of the 90-day period;                                                                                                                                                            
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if the  termination of the Grantee's  employment is the result of the Grantee's  voluntary  Retirement (as
  defined below and other than a termination  by the  Corporation or a Subsidiary for Cause as provided
  below),  then (a) the  Grantee  will have until the date that is 3 years  after his or her  Severance
  Date to exercise  the Option (or portion  thereof) to the extent that it was vested on the  Severance
  Date,  (b) the  Option,  to the extent not  vested on the  Severance  Date,  shall  terminate  on the
  Severance Date, and (c) the Option,  to the extent  exercisable  for the 3-year period  following the
  Severance  Date and not  exercised  during such period,  shall  terminate at the close of business on
  the last day of the 3-year period;
| |  | if the  termination  of the Grantee's  employment is the result of the Grantee's  death or Disability  (as
  defined  below),  then (a) the Grantee (or his  beneficiary or personal  representative,  as the case
  may be) will have until the date that is 1 year after the  Grantee's  Severance  Date to exercise the
  Option (or portion  thereof) to the extent that it was vested on the Severance  Date, (b) the Option,
  to the extent not vested on the Severance  Date,  shall  terminate on the Severance Date, and (c) the
  Option,  to the extent  exercisable  for the  1-year  period  following  the  Severance  Date and not
  exercised  during  such  period,  shall  terminate  at the close of  business  on the last day of the
  1-year period;                    
| |  | if the  termination  of the Grantee's  employment is the result of a termination  by the  Corporation or a
  Subsidiary for Cause, the Option (whether vested or not) shall terminate on the Severance Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

In all events, the Option is
subject to earlier termination on the Expiration Date of the Option or as contemplated by
Section 4.1. The Administrator shall be the sole judge of whether the Grantee
continues to render employment or services for purposes of this Option Agreement. The
Grantee acknowledges that the ISO post-termination exercise provisions of Section 422 of
the Code are more restrictive than the foregoing (i.e., they generally require that
an ISO be exercised within three months following a termination of employment, except a
termination due to death or Disability) and, to the extent that the Code is more
restrictive, the Grantee must satisfy the Codes provisions in order to preserve the
qualified status of the Option (or portion thereof) as an ISO. (The Option will be taxed
as a nonqualified stock option to the extent that it is exercised within the time period
prescribed above but after the timeframe required under Section 422 of the Code.)

Notwithstanding the foregoing
(including, for purposes of clarity, notwithstanding any provision above that would have
otherwise resulted in the termination of the outstanding and unvested portion of the
Option on the Grantees Severance Date), the then outstanding and otherwise unvested
portion of the Option shall be deemed to have been fully vested immediately prior to the
Grantees Severance Date in the event that 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:

|(a) |  | the Grantees Severance Date is the result of a termination of employment
                    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,
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | the Grantees Severance Date is the result of a termination of employment
                    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 a Change in Control Event, or
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | the Grantees Severance Date is the result of a termination of employment
                    by the Grantee for Good Reason upon or at any time within two years following a
                    Change in Control Event.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the event that the Grantees Severance Date is
more than 90 days preceding a Change in Control Event (such that the vested portion of the
Option generally would have otherwise terminated before the Change in Control Event) and
the Grantee is entitled to deemed accelerated vesting pursuant to clause (a) above, then,
as to any portion of the Option that was deemed to become vested pursuant to clause (a)
above, such portion of the Option shall be deemed to have not terminated prior to the
closing of the Change in Control Event and the Grantee shall be afforded a reasonable
opportunity to exercise such portion of the Option upon or immediately prior to the Change
in Control Event.

For purposes of the Option,
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.

For purposes of the Option,
Cause means the occurrence of either or both of the following: (a) 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 (b) 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 the Option,
Disability means a permanent disability (within the meaning of Section
22(e)(3) of the Code or as otherwise determined by the Administrator).

For purposes of the Option,
Good Reason means, without the Grantees express written consent, the
occurrence of any one or more of the following: (a) 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; (b) 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.  
          Non-Transferability.

The Option and any other rights of
the Grantee under this Option 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 Option 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 Option and all rights of
Grantee under this Option Agreement or in connection with any Common Stock purchased
pursuant to this Option 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
for Senior Executive Officers between the Corporation and Grantee and the
Requirements referenced and defined therein.][provision included in
agreements for Senior Vice Presidents and above]

8.   Plan.

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

9.   Entire Agreement.

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

12.   Counterparts.

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