EXHIBIT 10.26
AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT
This Amendment to Executive Severance Agreement (this "Amendment") is
dated as of March 18, 2003, between Apria Healthcare Group Inc., a Delaware
corporation (the "Company"), and Xxxxxxx X. Xxxxxxxx (the "Executive").
RECITALS
A. The Company and the Executive have entered into an Executive
Severance Agreement dated as of May 8, 2002 (the "Severance Agreement").
B. The Company and the Executive now wish to amend Section 4(a) of the
Severance Agreement to increase the severance pay to which the Executive will be
entitled in the event his employment is terminated under certain circumstances.
NOW, THEREFORE, in consideration of the foregoing and of the covenants
and agreements set forth below, the parties hereto agree as follows:
1. Section 4(a) of the Severance Agreement is hereby amended to read
in its entirety as follows:
"4. Payments upon Termination.
(a) Without Cause or with Good Reason. In the event that the
Executive's employment is terminated by the Company for any reason
other than death, disability or cause as defined in Section 3 (b), (c)
and (d) of this Agreement, or in the event that the Executive
terminates his employment hereunder with Good Reason, the Executive
shall be entitled to receive severance pay in an aggregate amount
equal to 200% of his Annual Compensation, which shall be paid in
periodic installments in accordance with the Company's customary
practice over a period of two (2) years, less any amounts required to
be withheld by applicable law, in exchange for a valid release of all
claims the Executive may have against the Company in a form acceptable
to the Company. The Company will also pay to the Executive any earned
but unused vacation time at the rate of pay in effect on the date of
the notice of termination."
2. Except as specifically provided above, the Severance Agreement and
all other terms and provisions thereof shall continue unmodified in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date and year first above written.
APRIA HEALTHCARE GROUP INC.
By:____________________________________________
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
EXECUTIVE
By:_____________________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President, Sales