0001007228-06-000025 Sample Contracts

CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Severance Compensation and Restrictive Covenant Agreement • November 8th, 2006 • Matria Healthcare Inc • Services-home health care services • Delaware

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of April 26, 2006 between MATRIA HEALTHCARE, INC., a Delaware corporation (the “Company”), and RICHARD M. HASSETT, M.D. (the “Executive”).

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SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Severance Compensation and Restrictive Covenant Agreement • November 8th, 2006 • Matria Healthcare Inc • Services-home health care services • Delaware

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of April 26, 2006 between MATRIA HEALTHCARE, INC., a Delaware corporation (the “Company”), and PARKER H. PETIT (the “Executive”).

SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Severance Agreement • November 8th, 2006 • Matria Healthcare Inc • Services-home health care services • Delaware

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of April 26, 2006 between MATRIA HEALTHCARE, INC., a Delaware corporation (the “Company”), and RICHARD M. HASSETT, M.D. (the “Executive”).

SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Severance Compensation and Restrictive Covenant Agreement • November 8th, 2006 • Matria Healthcare Inc • Services-home health care services • Georgia

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”).

SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT
Credit Agreement • November 8th, 2006 • Matria Healthcare Inc • Services-home health care services • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of November 2, 2006 (this “Amendment”) is entered into among Matria Healthcare, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and Bank of America, N.A., as Administrative Agent and Collateral Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement • November 8th, 2006 • Matria Healthcare Inc • Services-home health care services • Georgia

This Settlement Agreement and General Release (“Agreement”) is entered into as of November 6, 2006, by and between MAJ Industries LLC, formerly known as Miavita LLC (“Seller”) and Matria Healthcare, Inc. (“Matria”) (collectively referred to as “the Parties”).

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