0001193125-05-065062 Sample Contracts

FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2005 • Rotech Healthcare Inc • Services-miscellaneous equipment rental & leasing

THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into this 31st day of January, 2005, by and between Rotech Healthcare Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Philip L. Carter (the “Executive”).

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Barry E. Stewart Orlando, Florida 32836 August 10, 2004
Rotech Healthcare Inc • March 30th, 2005 • Services-miscellaneous equipment rental & leasing

Rotech Healthcare Inc., a Delaware corporation (the “Company” or “Rotech”), is pleased to offer you the following agreement with respect to your rights upon the termination of your employment with the Company or in the event of the closing of a change of control transaction.

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