Amendment No. 1 to Apria Healthcare Group Inc. 1998 Nonqualified Stock Incentive Plan

APRIA HEALTHCARE GROUP INC.

/s/ John C. Maney

Its: Executive Vice President,

Chief Financial Officer

Summary

Apria Healthcare Group Inc. has amended its 1998 Nonqualified Stock Incentive Plan, effective January 1, 2001. The amendment limits the maximum number of shares that can be granted as options or stock appreciation rights to any individual in a calendar year to 200,000 shares. All other terms of the plan remain unchanged. The amendment was executed by the company's Executive Vice President and Chief Financial Officer.

EX-10.7 4 c72496exv10w7.htm EXHIBIT 10.7 Filed by Bowne Pure Compliance

Exhibit 10.7

AMENDMENT NO. 1

APRIA HEALTHCARE GROUP INC.

1998 NONQUALIFIED STOCK INCENTIVE PLAN

WHEREAS, Apria Healthcare Group Inc. (the “Company”) maintains the Apria Healthcare Group Inc. 1998 Nonqualified Stock Incentive Plan (the “Plan”); and

WHEREAS, the Company has the right to amend the Plan, and the Company desires to amend the Plan to reflect recent resolutions adopted by its Board of Directors;

NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2001, as follows:

1. The second sentence of Section 1.4 (b) of the Plan is amended to read as follows:

“The maximum number of shares subject to Options and Stock Appreciation Rights that are granted during any calendar year to any individual shall be limited to 200,000 shares.”

2. Except as amended above, all provisions of the Plan remain in full force and effect and, as amended, the Plan is hereby ratified and confirmed in all respects.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Amendment to the Plan on this 31st day of January, 2001.