eVP Sales Employment & Severance Agreement - William Jeffrey Ingram

Exhibit 10.24

EXECUTIVE SEVERANCE AGREEMENT

This Executive Severance Agreement (this " Agreement" ) is made as of this ___ day of _______, 200__, between Apria Healthcare Group Inc., a Delaware corporation (the " Company" ), and William Jeffrey Ingram (the " Executive" ).

RECITALS

A. It is the desire of the Company to retain the services of the Executive and to recognize the Executive' s contribution to the Company.

B. The Company and the Executive wish to set forth certain terms and conditions of Executive' s employment.

C. The Company wishes to provide to the Executive certain benefits in the event that his/her employment is terminated by the Company without Cause (as defined below) or in the event that he/she terminates employment for Good Reason (as defined below), in order to encourage the Executive' s performance and continued commitment to the Company.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

1. Positions and Duties . The Executive shall serve in such positions and undertake such duties and have such authority as the Company, through its Chief Executive Officer, shall assign to the Executive from time to time in the Company' s sole and absolute discretion. The Company has the right to change the nature, amount or level of authority and responsibility assigned to the Executive at any time, for any reason or no reason, and with or without cause. The Company may also change the title or titles assigned to the Executive at any time, for any reason or no reason, and with or without cause. The Executive agrees to devote substantially all of his/her working time and efforts to the business and affairs of the Company. The Executive further agrees that he/she shall not undertake any outside activities which create a conflict of interest with his/her duties to the Company, or which, in the judgment of the Chief Executive Officer or Board of Directors of the Company, interfere with the performance of the Executive' s duties to the Company.

2. Compensation and Benefits .

a. Salary . The Executive' s salary shall be such salary as the Company assigns to him/her from time to time in accordance with its regular practices and policies. The parties to this Agreement recognize that the Company may, in its sole discretion, change such salary on a prospective basis at any time.

b. Bonus . The Executive shall be entitled to participate in the Executive Bonus Plan or such other bonus plans applicable to his/her position as may be in effect from time to time. The parties to this Agreement recognize that such bonus plans may be amended and/or terminated by the Company at any time without the consent of the Executive in accordance with the terms of such bonus plans.

c. Expenses . During the term of the Executive' s employment, the Executive shall be entitled to receive reimbursement for all reasonable and customary expenses incurred by the Executive in performing services for the Company in accordance with the Company' s reimbursement policies as they may be in effect from time to time. The parties to this Agreement recognize that such policies may be amended and/or terminated by the Company at any time without the consent of the Executive.

d. Other Benefits . The Executive shall be entitled to participate in all employee benefit plans, programs and arrangements of the Company (including, without limitation, stock option plans or agreements and insurance, retirement and vacation plans, the deferred compensation plan and any other programs and arrangements), in accordance with the terms of such plans, programs or arrangements as they shall be in effect from time to time during the period of the Executive' s employment; provided, however, that nothing herein shall entitle the Executive to any specific awards under the Company' s equity compensation plans or other discretionary employee benefit plans. The parties to this Agreement recognize that the Company may terminate or modify such plans, programs or arrangements at any time without the consent of the Executive.

3. Grounds for Termination . The Executive' s employment may be terminated by the Company or Executive at any time, for any reason or no reason, with or without Cause or Good Reason (as such terms are defined below), and except as expressly provided herein, with or without any advance notice. Executive' s employment may end for any one of the following reasons:

a. Without Cause or Good Reason . The Executive or the Company may terminate the Executive' s employment at any time, without Cause (in the case of the Company) or for Good Reason (in the case of Executive), by giving the other party to this Agreement at least thirty (30) days advance written notice of such termination.

b. Death . The Executive' s employment hereunder shall terminate upon his/her death.

c. Disability . If, as a result of the Executive' s incapacity due to physical or mental illness, the Executive shall have been unable to perform the essential functions of his/her position, even with reasonable accommodation that does not impose an undue hardship on the Company, on a full-time basis for the entire period of six (6) consecutive months, and within thirty (30) days after written notice of termination is given (which may occur before or after the end of such six-month period), shall not have returned to the performance of his/her duties hereunder on a full-time basis (a " disability" ), the Company may terminate the Executive' s employment on account of such disability.

d. Cause . The Company may terminate the Executive' s employment hereunder for Cause. For purposes of this Agreement, " Cause" shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) engaged in or committed willful misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his/her duties after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his/her duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive' s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or business of the Company; (vii) violated any fiduciary duty; (viii) violated Executive' s duty of loyalty to the Company; (ix) violated the Company' s Code of Ethical Business Conduct; (x) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company; or (xi) engaged in or committed a breach of any term of this Agreement. For purposes of the above clauses (i) and (vi) of this Section 3(d), no act, or failure to act, on the Executive' s part shall be considered willful unless done or omitted to be done, by him/her without reasonable belief that his/her action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without delivery to the Executive of a notice of termination signed by the Company' s Chief Executive Officer or President stating that, in the good faith opinion of the officer signing such notice, the Executive has engaged in or committed conduct of the nature described above in the second sentence of this Section 3(d), and specifying the particulars thereof.

e. Resignation for Good Reason . Executive may resign on account of Good Reason (as defined below).

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 Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his/her employment hereunder with Good Reason as defined in Section 4(c) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 100% of his/her Annual Compensation, which shall be paid, subject to Section 11, in periodic installments in accordance with the Company' s customary payroll practices over a period of one (1) year, 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 and continued compliance with the restrictive covenants described in Sections 7-9 below. 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.

b. Annual Compensation . For purposes of this Section 4, the term " Annual Compensation" means an amount equal to the Executive' s annual base salary at the rate in effect ...