EXHIBIT 10.1
Two-Year Incentive Plan for Executive Officers
In December 1998, the Board approved a two-year incentive plan for certain
members of senior management, which provides, subject to certain adjustments,
for a bonus payment in February 2001 equal to each participant's annual salary
in the event Apria achieves certain targets with respect to total earnings
before interest, taxes, debt service and amortization for 1999 and 2000. Payment
of the bonus will be accelerated on a pro rata basis in the event of certain
changes of control transactions.
