OMNIBUS AMENDMENT TO THE
STOCK APPRECIATION RIGHTS AGREEMENT
APRIA, INC. 2015 STOCK PLAN
THIS OMNIBUS AMENDMENT (this Amendment), dated as of February , 2021, amends each Stock Appreciation Rights Agreement (each, as amended from time to time, an Agreement) outstanding as of the date hereof under the Plan (as defined below) and is entered into by Apria, Inc., a Delaware corporation (the Company). Capitalized terms not otherwise defined herein shall have the same meanings as in the applicable Agreement or the Plan, as applicable.
R E C I T A L S :
WHEREAS, in connection with the Public Offering, the Apria Healthcare Group Inc. 2015 Stock Plan was amended and restated and renamed the Apria, Inc. 2015 Stock Plan (as amended from time to time, the Plan) and the Company assumed and adopted the Plan;
WHEREAS, the Company desires to assume all Awards granted under the Plan that are outstanding as of the closing of the Public Offering, conditioned upon the closing of the Public Offering and to make certain equitable adjustments to reflect such assumption pursuant to Section 10 of the Plan;
WHEREAS, in connection with the assumption of the Plan, the Company has appointed the Compensation Committee of the Board (the Committee) to administer the Plan; and
WHEREAS, pursuant to Section 4(e) of the Plan, the Board has all authority granted to the Committee under the Plan and, accordingly, pursuant to Sections 10 and 11(b) of the Plan the Board is permitted to amend each Agreement.
NOW, THEREFORE, each Agreement is amended as follows:
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Each stock appreciation right (SAR) granted pursuant to the Agreements is hereby converted into and substituted with a SAR that settles in (i) cash, (ii) shares of Common Stock, (iii) Alternative Equity or (iv) any combination thereof.
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Each SAR granted pursuant to the Agreements is hereby adjusted such that (i) the number of shares of Common Stock subject to each SAR shall equal (x) the number of shares of Common Stock subject to such SAR immediately prior to the IPO multiplied by (y)  (the Ratio), with such resulting product rounded up to the nearest whole share of Common Stock and (ii) the Strike Price of each SAR shall be adjusted by dividing (x) the Strike Price prior to the IPO by (y) the Ratio, with such resulting quotient rounded up to the nearest whole cent.
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Any reference in the Agreements to (i) Apria Healthcare Group Inc., the Company, Apria Holdings LLC, or the Parent shall be deemed to refer to Apria, Inc., (ii) the Apria Healthcare Group Inc. 2015 Stock Plan or the Plan shall be deemed to refer to the Apria, Inc. 2015 Stock Plan, (iii) the Committee shall be deemed to refer to the compensation committee of the board of directors of Apria, Inc., (iv) Common Stock shall be deemed to refer to shares of common stock of the Company, and (v) the Agreement shall be deemed to refer to the applicable Agreement, as amended by this Amendment (and for the avoidance of doubt, as amended by any prior amendments). In each case, such references shall be deemed to have been made as appropriate to render such amendments logical.