Restricted Stock Unit Award Agreement (2008)Full Document 

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10.31
APRIA HEALTHCARE GROUP INC.
2003 PERFORMANCE INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
     THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) dated                      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
                         Award Date:                         
 
       
Performance-Based Vesting Period:1,2     January 1,                — December 31,             
 
       
Time-Based Vesting Period:1,2     January 1,              — December 31,             
     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.

“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.

 


 

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. One-third (1/3) of the Stock Units subject to the Award shall be subject to the time-based vesting requirements set forth in Section 1.2 (“Time-Based Units”). Two-thirds of the Stock Units subject to the Award shall be subject to the performance-based and time-based vesting requirements set forth in Section 1.3 (“Performance-Based Units”).
     1.2    Time-Based Units. Subject to Sections 2 and 5 below, one hundred percent (100%) of the Time-Based Units subject to the Award shall vest and become nonforfeitable on the last day of the Time-Based Vesting Period (as set forth on the cover page of this Award Agreement) (the “Time-Based Unit Vesting Date”).
     1.3    Performance-Based Units. The Performance-Based Units subject to the Award shall be subject to the vesting requirements set forth in both Section 1.3.1 and Section 1.3.2.
     1.3.1    Performance-Based Vesting. Subject to Sections 1.3.2, 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 Performance-Based Units subject to the Award (if any) that have become vested for purposes of this Section 1.3.1 based on the actual performance of the Corporation during the Performance-Based Vesting Period (“Actual Performance”) relative to the performance threshold (“Performance Threshold”) and performance target (“Performance Target”) for each of the performance measures (each, a “Performance Measure”) established by the Committee for such period as set forth on Schedule A attached hereto. Subject to Section 1.3.2, Stock Units shall vest for purposes of this Section 1.3.1 as of the conclusion of the Performance Period as follows:
    if Actual Performance for that Performance Measure equals or exceeds the Performance Target, 50% of the Performance-Based Units will vest on February 18, 2009 based on that Performance Measure, or as soon thereafter as the achievement can practicably be determined;
 
    if Actual Performance for that Performance Measure equals but does not exceed the Performance Threshold, 25% of the Performance-Based Units will vest on February 18, 2009 based on that Performance Measure, or as soon thereafter as the achievement can practicably be determined;
 
    if Actual Performance for that Performance Measure has exceeded the Performance Threshold but the Performance Target for that Performance Measure has not been achieved, between 25% and 50% of the Performance-Based Units will vest on a linear basis (e.g., if the actual revenue performance is exactly between the Performance Threshold and the Performance Target for that Performance Measure, 37.5% of the

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