Non Change-in-Control Severance Agreement dated November ??, 2006 between Matria
      and Yvonne V. Scoggins


    

      SEVERANCE
        COMPENSATION

      AND

      RESTRICTIVE
        COVENANT AGREEMENT

      


      


      THIS
        SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the
        “Agreement”) is dated as of November 6, 2006, between MATRIA
        HEALTHCARE, INC.,
        a
        Delaware corporation (the “Company”), and YVONNE
        V. SCOGGINS
        (the
“Executive”).

      


      WHEREAS,
        the
        Board of Directors of the Company has determined that it is appropriate to
        reward the Executive for her years of service to the Company and predecessor
        companies and encourage the Executive to remain in the Company’s
        employ;

      


      NOW,
        THEREFORE,
        in
        consideration of their respective obligations to one another set forth in
        this
        Agreement, and other good and valuable consideration, the receipt, sufficiency
        and adequacy of which the parties hereby acknowledge, the parties to this
        Agreement, intending to be legally bound, hereby agree as follows:

      


      1. Term.

      


      (a) The
        term
        of this Agreement shall begin on November 6, 2006 and shall continue in effect
        until the termination of the Executive’s employment with the Company as a result
        of (i) the Executive’s death; (ii) the Executive’s Disability;
        (iii) the Executive’s termination by the Company for Cause; or
        (iv) the Executive’s decision to terminate employment other than for Good
        Reason.

      


      2. Termination
        of Employment during the Term.

      


      (a) The
        Executive shall be entitled to the compensation and benefits provided in
        Section 3 upon the termination of the Executive’s employment with the
        Company during the term of this Agreement by the Executive or by the Company,
        unless such termination is as a result of (i) the Executive’s death;
        (ii) the Executive’s Disability; (iii) the Executive’s termination by
        the Company for Cause; or (iv) the Executive’s decision to terminate
        employment other than for Good Reason.

      


      (b) Disability.
        The
        term “Disability” as used in this Agreement shall mean termination of the
        Executive’s employment by the Company as a result of the Executive’s incapacity
        due to physical or mental illness, provided that the Executive shall have
        been
        absent from her duties with the Company on a full-time basis for six consecutive
        months and such absence shall have continued unabated for 30 days after Notice
        of Termination as described in Section 2(e) is thereafter given to the Executive
        by the Company.

      


      (c) Cause.
        The
        term “Cause” for purposes of this Agreement shall mean the Company’s termination
        of the Executive’s employment by the Company on the basis of criminal or



      
        
           

        

        
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      civil
        fraud on the part of the Executive involving a material amount of funds of
        the
        Company. For purposes of this Agreement only, the preparation and filing
        of
        fictitious, false or misleading claims in connection with any federal, state
        or
        other third party medical reimbursement program, or any other violation of
        any
        rule or regulation in respect of any federal, state or other third party
        medical
        reimbursement program by the Company or any subsidiary of the Company shall
        not
        be deemed to constitute “criminal fraud” or “civil fraud.”

      


      (d) Good
        Reason.
        For
        purposes of this Agreement, “Good Reason” shall mean any of the following
        actions taken by the Company without the Executive’s express written
        consent:

      


      (i)
        Failure
        to re-elect the Executive as an officer of the Company, or removal of the
        Executive as an officer of the Company, except in connection with the
        termination of her employment for Disability or Cause or as a result of the
        Executive’s death or by the Executive;

      


      (ii)
        A
        reduction in the Executive’s base salary as in effect on the date
        hereof;

      


      (iii)
        Any
        failure by the Company to continue in effect any incentive plan or arrangement
        (including, without limitation, any bonus or contingent bonus arrangements
        and
        credits and the right to receive performance awards and similar incentive
        compensation benefits) in which the Executive is participating on the date
        of
        this Agreement (hereinafter referred to as “Incentive Plans”) or the taking of
        any action by the Company which would adversely affect the Executive’s
        participation in any such Incentive Plan or reduce the Executive’s benefits
        under any such Incentive Plan, expressed as a percentage of her base salary,
        by
        more than five percentage points in any fiscal year as compared to the
        immediately preceding fiscal year;

      


      (iv)
        Any
        failure by the Company to continue in effect any plan or arrangement to receive
        securities of the Company (including, without limitation, the Company’s 1981
        Incentive Stock Option Plan, 1983 Incentive Stock Option Plan, 1984 Nonqualified
        Stock Option Plan, 1985 Nonqualified Stock Option Plan, 1991 Stock Option
        Plan
        and 1993 Stock Option Plan, 1996 Stock Incentive Plan, 1997 Stock Incentive
        Plan, Employee Stock Purchase Plan and any other plan or arrangement to receive
        and exercise stock options, stock appreciation rights, restricted stock or
        grants thereof) in which the Executive is participating or has the right
        to
        participate on the date of this Agreement (hereinafter referred to as
“Securities Plans”) or the taking of any action by the Company which would
        adversely affect the Executive’s participation in or materially reduce the
        Executive’s benefits under any such Securities Plan, provided that a diminution
        in the number of option shares granted under any such Securities Plan shall
        not
        constitute Good Reason so long as the diminution in total grants to all key
        executives is apportioned ratably among all such key executives;

      


      (v)
        Any
        failure by the Company to allow the Executive to participate in any benefit
        plan, program or arrangement (including, without limitation, any profit sharing
        plan, group annuity contract, group life insurance supplement, or medical,
        dental, accident and disability plans, but excluding Incentive Plans and
        Securities Plans) to the same extent as other key executives of the
        Company;


      
        
           

        

        
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      (vi)
        Any
        failure by the Company to provide the Executive with the number of paid vacation
        days (or compensation therefor at termination of employment) accrued to the
        Executive through the Date of Termination (as defined in Section 2(f) below;
        or

      


      (vii)
        Any
        purported termination of the Executive’s employment which is not effected
        pursuant to a Notice of Termination satisfying the requirements of
        Section 2(e), and for purposes of this Agreement, no such purported
        termination shall be effective.

      


      (e) Notice
        of Termination.
        Any
        termination of the Executive’s employment by the Company for a reason specified
        in Section 2(b) or 2(c) shall be communicated to the Executive by a Notice
        of Termination prior to the effective date of the termination. For purposes
        of
        this Agreement, a “Notice of Termination” shall mean a written notice which
        shall indicate whether such termination is for the reason set forth in Section
        2(b) or 2(c) and which sets forth in reasonable detail the facts and
        circumstances claimed to provide a basis for termination of the Executive’s
        employment under the provision so indicated. For purposes of this Agreement,
        no
        termination of the Executive’s employment by the Company shall constitute a
        termination for Disability or Cause unless such termination is preceded by
        a
        Notice of Termination.

      


      (f) Date
        of Termination.
“Date
        of Termination” shall mean (a) if
        the Executive’s employment is terminated by the Company for Disability, 30 days
        after a Notice of Termination is given to the Executive (provided that the
        Executive shall not have returned to the performance of the Executive’s duties
        on a full-time basis during such 30-day period) or (b) if
        the Executive’s employment is terminated by the Company or the Executive for any
        other reason, the date on which the Executive’s termination is
        effective.

      


      3. Compensation
        and Benefits upon Termination of Employment.

      


      (a) If
        the
        Company shall terminate the Executive’s employment other than pursuant to
        Section 2(b) or 2(c) and Section 2(e), or if the Executive shall terminate
        her employment for Good Reason, then the Company shall pay to the Executive,
        as
        severance compensation and in consideration of the Executive’s adherence to the
        terms of Section 4 hereof, the following:

      


      (i) On
        the
        Date of Termination, the Company shall become liable to the Executive for
        an
        amount equal to two times the Executive’s annual base compensation and targeted
        base bonus on the Date of Termination, which amount shall be paid to the
        Executive in cash on or before the fifth day following the Date of
        Termination.

      


      (ii) For
        a
        period of two years following the Date of Termination, the Executive and
        anyone
        entitled to claim under or through the Executive shall be entitled to all
        benefits under the group hospitalization plan, health care plan, dental care
        plan, life or other insurance or death benefit plan, or other present or
        future
        similar group employee benefit plan or program of the Company for which key
        executives are eligible at the Date of Termination to the 


      
        
           

        

        
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      same
        extent and at the same cost as if the Executive had continued to be an employee
        of the Company during such period.

      


      (iii) For
        a
        period of two years after the Date of Termination, the Company shall continue
        the Executive’s car allowance (at the rate of $1,300 per month or at such higher
        rate as is in effect for Executive’s position immediately prior to a Change in
        Control or the Date of Termination) and extend full insurance coverage for
        the
        Executive’s primary automobile in favor of the Executive, as additional named
        insured, during such two-year period.

      


      (b) The
        parties hereto agree that the payments provided in Section 3(a) hereof are
        reasonable compensation in light of the Executive’s services rendered to the
        Company and in consideration of the Executive’s adherence to the terms of
        Section 4 hereof.

      


      (c) The
        payments provided in Section 3(a) above shall be in lieu of any other
        severance compensation otherwise payable to Executive under the Company’s
        established severance compensation policies; provided, however, that nothing
        in
        this Agreement shall affect or impair Executive’s vested rights under any other
        employee benefit plan or policy of the Company.

      


      4.
         Protective
        Covenants.

      


      (a) Definitions.

      


      This
        Subsection sets forth the definition of certain capitalized terms used in
        Subsections (a) through (f) of this Section 4.

      


      (i)
        “Competing
        Business”
shall
        mean a business (other than the Company) that, directly or through a controlled
        subsidiary or through an affiliate, (a) develops, markets and/or sells diabetes
        or respiratory supplies (“Competing Products”), and/or (b) provides obstetrical
        home care services, including, without limitation, programs for monitoring
        patients who are at risk of preterm delivery, programs for managing patients
        suffering from obstetrical hypertension or diabetes, infusion therapy services
        involving drugs to control preterm labor, nursing services and maternity
        management services for both low and high risk pregnancies, or diabetes,
        cardiac, cancer or respiratory disease management services, including, without
        limitation, patient education, risk screening and stratification, case
        management and clinical services (“Competing Services”). Notwithstanding the
        foregoing, no business shall be deemed a “Competing Business” unless, within at
        least one of the business’s three most recently concluded fiscal years, that
        business, or a division of that business, derived more than twenty percent
        (20%)
        of its gross revenues or more than $2,000,000 in gross revenues from the
        development, marketing or sale of Competing Products and/or the provision
        of
        Competing Services.

      


      (ii)
        “Competitive
        Position”
shall
        mean: (A) the Executive’s direct or indirect equity ownership (excluding
        ownership of less than one percent (1%) of the outstanding common stock of
        any
        publicly held corporation) or control of any portion of any Competing Business;
        or (B) any employment, consulting, partnership, advisory, directorship, agency,
        


      
        
           

        

        
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      promotional
        or independent contractor arrangement between the Executive and any Competing
        Business where the Executive performs services for the Competing Business
        substantially similar to those the Executive performed for the Company,
        provided, however, that the Executive shall not be deemed to have a Competitive
        Position solely because of the Executive’s services for a Competing Business
        that are not directly related to the sale of Competing Products or the provision
        of Competing Services, unless more than thirty-five percent (35%) of the
        gross
        revenues of the Competing Business are derived from the sale of Competing
        Products and/or the provision of Competing Services.

      


      (iii)
        “Covenant
        Period”
shall
        mean the period of time from the date of this Agreement to the date that
        is two
        years after the Date of Termination.

      


      (iv)
        “Customers”
shall
        mean actual customers, clients, referral sources or managed care organizations
        or actively sought prospective customers, clients, referral sources or managed
        care organizations of the Company (A) during the one year prior to the date
        of
        this Agreement and (B) during the Covenant Period.

      


      (v)
        “Restricted
        Territory”
shall
        mean the United States.

      


      (b) Limitation
        on Competition.
        In
        consideration of the Company’s entering into this Agreement, the Executive
        agrees that during the Covenant Period, the Executive will not, without the
        prior written consent of the Company, anywhere within the Restricted Territory,
        either directly or indirectly, alone or in conjunction with any other party,
        accept, enter into or take any action in conjunction with or in furtherance
        of a
        Competitive Position (other than action to reject an unsolicited offer of
        a
        Competitive Position).

      


      (c) Limitation
        on Soliciting Customers.
        In
        consideration of the Company’s entering into this Agreement, the Executive
        agrees that during the Covenant Period, the Executive will not, without the
        prior written consent of the Company, alone or in conjunction with any other
        party, solicit, divert or appropriate or attempt to solicit, divert or
        appropriate on behalf of a Competing Business with which Executive has a
        Competitive Position any Customer located in the Restricted Territory (or
        any
        other Customer with which the Executive had any direct contact on behalf
        of the
        Company) for the purpose of providing the Customer or having the Customer
        provided with a Competing Product or Competing Service.

      


      (d) Limitation
        on Soliciting Personnel or Other Parties.
        In
        consideration of the Company’s entering into this Agreement, the Executive
        hereby agrees that he will not, without the prior written consent of the
        Company, alone or in conjunction with any other party, solicit or attempt
        to
        solicit any employee, consultant, contractor, independent broker or other
        personnel of the Company to terminate, alter or lessen that party’s affiliation
        with the Company or to violate the terms of any agreement or understanding
        between such employee, consultant, contractor or other person and the
        Company.


      
        
           

        

        
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      (e) Acknowledgement.
        The
        parties acknowledge and agree that the Protective Covenants are reasonable
        as to
        time, scope and territory given the Company’s need to protect its trade secrets
        and confidential business information and given the substantial payments
        and
        benefits to which the Executive may be entitled pursuant to this
        Agreement.

      


      (f) Remedies.
        The
        parties acknowledge that any breach or threatened breach of a Protective
        Covenant by the Executive is reasonably likely to result in irreparable injury
        to the Company, and therefore, in addition to all remedies provided at law
        or in
        equity, the Executive agrees that the Company shall be entitled to a temporary
        restraining order and a permanent injunction to prevent a breach or contemplated
        breach of the Protective Covenant. If the Company seeks an injunction, the
        Executive waives any requirement that the Company post a bond or any other
        security.

      


      5. No
        Obligation to Mitigate Damages; No Effect on Other Contractual
        Rights.

      


      (a) All
        compensation and benefits provided to the Executive under this Agreement
        are in
        consideration of the Executive’s services rendered to the Company and of the
        Executive’s adhering to the terms set forth in Section 4 hereof and the
        Executive shall not be required to mitigate damages or the amount of any
        payment
        provided for under this Agreement by seeking other employment or otherwise,
        nor
        shall the amount of any payment provided for under this Agreement be reduced
        by
        any compensation earned by the Executive as the result of employment by another
        employer after the Date of Termination, or otherwise.

      


      (b) The
        provisions of this Agreement, and any payment provided for hereunder, shall
        not
        reduce any amounts otherwise payable, or in any way diminish the Executive’s
        existing rights, or rights which would accrue solely as a result of the passage
        of time, under any Incentive Plan or Securities Plan, or other contract,
        plan or
        arrangement.

      


      6. Binding
        Effect.

      


      (a) This
        Agreement shall inure to the benefit of and be enforceable by the Executive’s
        personal and legal representatives, executors, administrators, successors,
        heirs, distributees, devisees and legatees. If the Executive should die while
        any amounts are still payable to her hereunder, all such amounts, unless
        otherwise provided herein, shall be paid in accordance with the terms of
        this
        Agreement to the Executive’s devisee, legatee, or the designee or, if there be
        no such designee, to the Executive’s estate.

      


      7. Notice.
        For
        purposes of this Agreement, notices and all other communications provided
        for in
        this Agreement shall be in writing and shall be deemed to have been duly
        given
        when delivered or mailed by United States registered mail, return receipt
        required, postage prepaid, as follows:

      



      
        
           

        

        
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      If
        to
        Company:  Matria
        Healthcare, Inc.

      1850
        Parkway Place, 12th Floor

      Marietta,
        Georgia 30067

      Attention:
        General Counsel

      


      If
        to
        Executive: Yvonne
        V.
        Scoggins

      1900
        Hazelbrook Way

      Atlanta,
        Georgia 30339

      


      or
        such
        other address as either party may have furnished to the other in writing
        in
        accordance herewith, except that notices of change of address shall be effective
        only upon receipt.

      


      8. Miscellaneous.
        No
        provisions of this Agreement may be modified, waived or discharged unless
        such
        waiver, modification or discharge is agreed to in writing signed by the
        Executive and the Company. No waiver by either party hereto at any time of
        any
        breach by the other party hereto of, or compliance with, any condition or
        provision of this Agreement to be performed by such other party shall be
        deemed
        a waiver of similar or dissimilar provisions or conditions at the same or
        at any
        prior or subsequent time. No agreements or representations, oral or otherwise,
        express or implied, with respect to the subject matter hereof have been made
        by
        either party which are not set forth expressly in this Agreement. This Agreement
        shall be governed by and construed in accordance with the laws of the State
        of
        Georgia.

      


      9. Validity.
        The
        invalidity or unenforceability of any provisions of this Agreement shall
        not
        affect the validity or enforceability of any other provision of this Agreement,
        which shall remain in full force and effect.

      


      10. Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original but all of which together shall constitute one and
        the
        same instrument.

      


      12. Severability;
        Modification.
        All
        provisions of this Agreement are severable from one another, and the
        unenforceability or invalidity of any provision of this Agreement shall not
        affect the validity or enforceability of the remaining provisions of this
        Agreement, but such remaining provisions shall be interpreted and construed
        in
        such a manner as to carry out fully the intention of the parties. Should
        any
        judicial body interpreting this Agreement deem any provision of this Agreement
        to be unreasonably broad in time, territory, scope or otherwise, it is the
        intent and desire of the parties that such judicial body, to the greatest
        extent
        possible, reduce the breadth of such provision to the maximum legally allowable
        parameters rather than deeming such provision totally unenforceable or
        invalid.

      


      13. Confidentiality.
        The
        Executive acknowledges that he or she has previously entered into, and continues
        to be bound by the terms of, a Confidentiality and Non-Solicitation Agreement
        with the Company.


      
        
           

        

        
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      14. Agreement
        Not an Employment Contract.
        This
        Agreement shall not be deemed to constitute or be deemed ancillary to an
        employment contract between the Company and the Executive, and nothing herein
        shall be deemed to give the Executive the right to continue in the employ
        of the
        Company or to eliminate the right of the Company to discharge the Executive
        at
        any time.

      


      IN
        WITNESS WHEREOF,
        the
        parties have executed this Agreement to be effective as of the date first
        above
        written.

      


      


      MATRIA
        HEALTHCARE, INC.

      


      


      By: _____________________________

      Its
        Chairman of the Board

      


      


      EXECUTIVE

      


      ___________________________________

      Yvonne
        V.
        Scoggins

      


    

    
      
         

      

      
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