EXECUTIVE SEVERANCE AGREEMENT
This Executive Severance Agreement (this “Agreement”) is made as of this 23rd day of April, 2004, between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and John J. McDowell (the “Executive”).
A. It is the desire of the Company to retain the services of the Executive and to recognize the Executive’s contribution to the Company.
B. The Company and the Executive wish to set forth certain terms and conditions of Executive’s employment.
C. The Company wishes to provide to the Executive certain benefits in the event that his employment is terminated by the Company without cause or in the event that he terminates employment for Good Reason (as defined below), in order to encourage the Executive’s performance and continued commitment to the Company.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:
1. Positions and Duties. The Executive shall serve in such positions and undertake such duties and have such authority as the Company, through its Chief Executive Officer, shall assign to the Executive from time to time in the Company’s sole and absolute discretion. The Company has the right to change the nature, amount or level of authority and responsibility assigned to the Executive at any time, with or without cause. The Company may also change the title or titles assigned to the Executive at any time, with or without cause. The Executive agrees to devote substantially all of his working time and efforts to the business and affairs of the Company. The Executive further agrees that he shall not undertake any outside activities which create a conflict of interest with his duties to the Company, or which, in the judgment of the Board of Directors of the Company, interfere with the performance of the Executive’s duties to the Company.
2. Compensation and Benefits.
(a) Salary. The Executive’s salary shall be such salary as the Company assigns to him from time to time in accordance with its regular practices and policies. The parties to this Agreement recognize that the Company may, in its sole discretion, change such salary at any time.
(b) Bonus. The Executive shall be entitled to participate in the Executive Bonus Plan or such other bonus plans applicable to his position as may be in effect from time to time. The parties to this Agreement recognize that such bonus plans may be amended and/or terminated by the Company at any time without the consent of the Executive.
(c) Expenses. During the term of the Executive’s employment, the Executive shall be entitled to receive reimbursement for all reasonable and customary expenses incurred by the Executive in performing services for the Company in accordance with the Company’s reimbursement policies as they may be in effect from time to time. The parties to this Agreement recognize that such policies may be amended and/or terminated by the Company at any time without the consent of the Executive.