APRIA HEALTHCARE GROUP INC
SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exh10-5.txt
<DESCRIPTION>SEVERANCE AGREEMENT
<TEXT>
                                                                 EXHIBIT 10.5


                          EXECUTIVE SEVERANCE AGREEMENT


     This Executive  Severance  Agreement (this  "Agreement") is made as of this
28th day of March,  2000,  between  APRIA  HEALTHCARE  GROUP  INC.,  a  Delaware
corporation (the "Company"), and GEORGE J. SUDA (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  employment is terminated by the Company  without cause or in the
event that he 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 as the  Company's
Executive Vice President,  Information  Services,  or in such other position and
shall undertake such duties and have such authority as the Company,  through its
Chief Executive Office or Chief Financial  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,  with or without  cause.  The Company may
also change the title or titles  assigned to the Executive at any time,  with or
without cause. The Executive agrees to devote  substantially  all of his working
time and efforts to the  business  and  affairs of the  Company.  The  Executive
further agrees that he shall not undertake any outside activities which create a
conflict of interest with his duties to the Company,  or which,  in the judgment
of the 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 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, increase such salary at any time.

          (b) Bonuses. The Executive's eligibility to receive any bonus shall be
determined in accordance with the Company's Incentive Compensation Plan or other
bonus  plans as they shall 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.

          (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.

          (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, 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.  The  parties to this
Agreement  recognize  that the  Company  may  terminate  or modify  such  plans,
programs or arrangements at any time.


     3. Grounds for Termination. The Executive's employment may be terminated on
any of the following grounds:


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

          (b) Death. The Executive's  employment  hereunder shall terminate upon
his 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 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
duties  hereunder  on a  full-time  basis  (a  "disability"),  the  Company  may
terminate the Executive's employment hereunder.

          (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 engaged in or  committed:  willful
misconduct;  theft,  fraud or other illegal  conduct;  refusal or willingness to
substantially  perform his duties  (other than such failure  resulting  from the
Executive's  disability)  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 duties;
insubordination;  any  willful act that is likely to and which does in fact have
the effect of injuring the  reputation or business of the Company;  violation of
any fiduciary duty; violation of the executive's duty of loyalty to the Company;
or a breach of any term of this Agreement. For purposes 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 not in good  faith  and  without
reasonable  belief that his 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 Chairman or Chief Executive Officer 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
in detail.


     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  Section  3(b),  (c) and (d) of this
Agreement,  or in  the  event  that  the  Executive  terminates  his  employment
hereunder with Good Reason, the Executive shall be entitled to receive severance
pay in an aggregate amount equal to 200% of his Annual Compensation, which shall
be  payable  in one lump  sum,  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.  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 on the date on which the Executive received or gave
written  notice of his  termination,  plus the sum of (i) an amount equal to the
average of the  Executive's  two most recent annual  bonuses,  if any,  received
under  the  Company's  Incentive  Compensation  Plan  prior  to  the  notice  of
termination,  (ii) the  Executive's  annual car allowance,  if any, and (iii) an
amount  determined by the Company from time to time in its sole discretion to be
equal to the average  annual cost for Company  employees of  obtaining  medical,
dental  and vision  insurance  under  COBRA,  which  amount is hereby  initially
determined to be $5,000.

          (c) Good Reason. For purposes of this Section 4 the term "Good Reason"
means:

              (i) any reduction in the  Executive's  annual base salary,  except
for a general  one-time  "across-the-board"  salary  reduction not exceeding ten
percent (10%) which is imposed simultaneously on all officers of the Company; or

              (ii) the Company  requires the  Executive to be based at an office
location  which will result in an increase of more than thirty (30) miles in the
Executive's one-way commute; or

              (iii) there shall occur a "change of control" of the Company  and,
at any time concurrent with or during the six-month period following such change
of control,  the Executive shall have sent to the Chief Executive Officer of the
Company or the party acting in such capacity a written  notice  terminating  his
employment on a date specified in said notice.  For purposes of this  Agreement,
the term "change of control" shall mean the occurrence of one of the following:

                  (1) any  "person," as such term is used in Sections  13(d) and
                  14(d)(2) of the  Securities  Exchange Act of 1934,  as amended
                  (the "1934  Act") is,  becomes or enters a contract to become,
                  the  "beneficial  owner,"  as such term is used in Rule  13d-3
                  promulgated  under the 1934 Act,  directly or  indirectly,  of
                  securities  representing  twenty-five percent (25%) or more of
                  the voting common stock of the Company;

                  (2) all or substantially all of the business of the Company is
                  disposed  of, or a contract is entered  into to dispose of all
                  of  the  business  of  the  Company   pursuant  to  a  merger,
                  consolidation or other transaction in which (a) the Company is
                  not  the  surviving  company  or (b) the  stockholders  of the
                  Company  prior to the  transaction  do not  continue to own at
                  least sixty percent (60%) of the surviving corporation;

                  (3) the Company is materially or completely liquidated; or

                  (4) any person  (other than the Company)  purchases any common
                  stock of the  Company in a tender or  exchange  offer with the
                  intent,  expressed  or implied,  of  purchasing  or  otherwise
                  acquiring control of the Company.

     Notwithstanding clause (1) above, a "change of control" shall not be deemed
to have  occurred  solely  because  a person  shall be,  become or enter  into a
contract to become the  beneficial  owner of 25% or more,  but less than 40%, of
the voting  common  stock of the  Company,  if and for so long as such person is
bound by, and in  compliance  with, a contract with the Company  providing  that
such  person may not  nominate,  vote for, or select more than a minority of the
directors of the Company. The exception provided by the preceding sentence shall
cease  to  apply  with  respect  to  any  person  upon  expiration,  waiver,  or
non-compliance with any such contract, by which such person was bound.

          (d) Release of all Claims.  The Executive  understands and agrees that
the Company's obligation to pay the Executive severance pay under this Agreement
is subject to the Executive's execution of a valid written waiver and release of
all  claims  which  the  Executive  may have  against  the  Company  and/or  its
successors  in a  form  acceptable  to the  Company  in its  sole  and  absolute
discretion.

          (e) Death,  Disability  or Cause.  In the event  that the  Executive's
employment is terminated  due to death,  disability or cause,  the Company shall
not be  obligated  to pay the  Executive  any amount  other than  earned  unused
vacation,  reimbursement for business expenses incurred prior to his termination
and in compliance  with the  Company's  reimbursement  policies,  and any unpaid
salary for days worked prior to the termination.


     5. Successors; Binding Agreement.

          (a)  The  Company  will  require  any  successor  (whether  direct  or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the business and/or assets of the Company,  by agreement in
form and substance satisfactory to the Executive,  to expressly assume and agree
to perform  this  Agreement  in the same  manner and to the same extent that the
Company would be required to perform it if no such  succession  had taken place.
Failure of the  Company to obtain such  assumption  and  agreement  prior to the
effectiveness  of any such  succession  shall be a breach of this  Agreement and
shall entitle the Executive to compensation  from the Company in the same amount
and on the same terms as he would be entitled to hereunder if he terminated  his
employment  for good  Reason,  except  that for  purposes  of  implementing  the
foregoing,  the date on which any such  succession  becomes  effective  shall be
deemed the date of termination. As used in this Agreement,  "Company" shall mean
the Company as herein before  defined and any  successor to its business  and/or
assets as aforesaid  which  executes and delivers the agreement  provided for in
this Section 5 or which otherwise  becomes bound by all the terms and provisions
of this Agreement by operation of law.

          (b) This  Agreement  and all rights of the Executive  hereunder  shall
inure to the benefit of and be enforceable by the Executive's  personal or legal
representatives,  executors,  administrator,  successors,  heirs,  distributees,
devisees and legatees. If the Executive should die while any amounts would still
be payable to him  hereunder  if he had  continued  to live,  all such  amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this Agreement to the  Executive's  devisee,  legatee,  or other designee or, if
there be no such designee, to the Executive's estate.


     6. Notices.  For the purposes of this Agreement,  notices,  demands and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be deemed to have been duly given  when  delivered  or  (unless  otherwise
specified)  mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:

     If to the Executive:
     --------------------

     George J. Suda
     2812 Ashberry Court
     Fullerton, CA 92835

     If to the Company:
     ------------------

     Apria Healthcare Group Inc.
     3560 Hyland Avenue
     Costa Mesa, CA  92626
     Attn:  Chief Executive Officer

     With a copy to the attention of the Company's
     Senior Vice President and General Counsel

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.


     7.  Antisolicitation.  The Executive  promises and agrees that,  during the
period of his employment by the Company and for a period of one year thereafter,
he will not influence or attempt to influence customers of the Company or any of
its present or future subsidiaries or affiliates, either directly or indirectly,
to divert their business to any individual,  partnership,  firm,  corporation or
other  entity  then in  competition  with the  business of the  Company,  or any
subsidiary or affiliate of the Company.


     8.  Soliciting  Employees.  The  Executive  promises  and agrees that for a
period  of one  year  following  termination  of his  employment,  he will  not,
directly or indirectly  solicit any of the Company employees who earned annually
$50,000 or more as a Company  employee  during the last six months of his or her
own employment to work for any other business,  individual,  partnership,  firm,
corporation, or other entity.


     9. Confidential Information.


          (a) The Executive,  in the  performance of his duties on behalf of the
Company,  shall have  access to,  receive  and be  entrusted  with  confidential
information,  including but not limited to systems technology, field operations,
reimbursement,  development, marketing,  organizational,  financial, management,
administrative,  clinical, customer,  distribution and sales information,  data,
specifications  and  processes  presently  owned  or at any  time in the  future
developed, by the Company or its agents or consultants,  or used presently or at
any time in the future in the course of its business that is not otherwise  part
of the public  domain  (collectively,  the  "Confidential  Material").  All such
Confidential  Material  is  considered  secret  and  will  be  available  to the
Executive in  confidence.  Except in the  performance of duties on behalf of the
Company,  the  Executive  shall  not,  directly  or  indirectly  for any  reason
whatsoever,  disclose  or  use  any  such  Confidential  Material,  unless  such
Confidential  Material  ceases  (through  no  fault  of the  Executive's)  to be
confidential  because it has  become  part of the public  domain.  All  records,
files,  drawings,  documents,  notes, disks,  diskettes,  tapes, magnetic media,
photographs,  equipment and other tangible items, wherever located,  relating in
any way to the  Confidential  Material or otherwise to the  Company's  business,
which the  Executive  prepares,  uses or  encounters  during  the  course of his
employment,  shall be and remain the Company's  sole and exclusive  property and
shall  be  included  in the  Confidential  Material.  Upon  termination  of this
Agreement by any means,  or whenever  requested by the  Company,  the  Executive
shall promptly deliver to the Company any and all of the Confidential  Material,
not previously delivered to the Company, that may be or at any previous time has
been in the Executive's possession or under the Executive's control.

          (b) The Executive  hereby  acknowledges  that the sale or unauthorized
use or  disclosure of any of the  Company's  Confidential  Material by any means
whatsoever and at any time before,  during or after the  Executive's  employment
with the Company shall constitute  unfair  competition.  The Executive agrees he
shall not engage in unfair  competition  either  during the time employed by the
Company or any time thereafter.


     10. Excise Tax.

          (a) In the  event  that  any  amount  or  benefit  that may be paid or
otherwise  provided  to or in  respect of the  Executive  by or on behalf of the
Company or any  affiliate,  whether  pursuant  to this  Agreement  or  otherwise
(collectively,  "Covered Payments"), is or may become subject to the tax imposed
under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code")
(or any  successor  provision or any  comparable  provision  of state,  local or
foreign  law)  ("Excise  Tax"),   the  Company  will  pay  to  the  Executive  a
"Reimbursement  Amount" equal to the total of: (A) any Excise Tax on the Covered
Payments,  plus (B) any Federal,  state, and local income taxes,  employment and
excise taxes (including the Excise Tax) on the  Reimbursement  Amount,  plus (C)
the product of any deductions disallowed for Federal,  state or local income tax
purposes because of the inclusion of the Reimbursement Amount in the Executive's
income multiplied by the Executive's  combined Federal,  state, and local income
tax rate for the calendar year in which the  Reimbursement  Amount is includible
in the Executive's taxable income, plus (D) any interest, penalties or additions
to tax imposed under  applicable  law in  connection  with the Excise Tax or the
Reimbursement  Amount,  plus (E) any reasonable  out-of-pocket costs incurred by
the  Executive in  connection  with any of the  foregoing.  For purposes of this
Section  10(a),  the Executive will be deemed to pay (1) Federal income taxes at
the highest  applicable  marginal rate of Federal income taxation  applicable to
individuals  for  the  calendar  year  in  which  the  Reimbursement  Amount  is
includible in the  Executive's  taxable income and (2) any applicable  state and
local  income  taxes  at  the  highest  applicable  marginal  rate  of  taxation
applicable  to  individuals  for the calendar  year in which such  Reimbursement
Amount is  includible  in the  Executive's  taxable  income,  net of the maximum
reduction in Federal  income taxes which could be obtained from the deduction of
such state or local  taxes if paid in such year  (determined  without  regard to
limitations  on  deductions  based upon the amount of the  Executive's  adjusted
gross  income).  Except to the extent  provided  in Section  10(c)  below,  this
provision  is intended to put  Employee in the same  position as Employee  would
have been had no Excise Tax been  imposed  upon or  incurred  as a result of any
Payment.

          (b) The payment of a Reimbursement  Amount under this Section 10 shall
not be conditioned upon the Executive's termination of employment.

          (c)  Notwithstanding  the foregoing  provisions of this Section 10, if
the Company determines that, absent this sentence,  the Executive is entitled to
a Reimbursement  Amount, but that the portion of the Covered Payments that would
be treated as "parachute  payments" under Code Section 280G ("Covered  Parachute
Payments")  does not exceed  103% of the  greatest  amount of Covered  Parachute
Payments  that  could be paid to the  Executive  such that the  receipt  of such
Covered  Parachute  Payments  would not give rise to any  Excise  Tax (the "Safe
Harbor  Amount"),  then no  Reimbursement  Amount shall be paid to the Executive
(unless for any reason  Executive is  determined to be subject to the Excise Tax
after  application  of the  balance  of this  sentence,  in which  case the full
Reimbursement  Amount shall be paid), and the Covered Parachute Payments payable
under this Agreement shall be reduced so that the Covered Parachute Payments, in
the aggregate,  are reduced to the Safe Harbor Amount.  For purposes of reducing
the Covered Parachute  Payments to the Safe Harbor Amount,  only amounts payable
under this Agreement  shall be reduced.  If the reduction of the amounts payable
under this  Agreement  would not result in a reduction of the Covered  Parachute
Payments to the Safe Harbor Amount,  no amounts  payable under this Agreement or
otherwise  shall be reduced  pursuant to this Section  10(c).  The Company shall
notify the Executive of any intent to reduce the amount of any Covered  Payments
in accordance with this Section 10(c) (which notice,  if  practicable,  shall be
given  prior to the  occurrence  of an event  that  would give rise to a Covered
Parachute Payment), and Executive shall have the right to designate which of the
Covered  Payments  shall  be  reduced  and to what  extent,  provided  that  the
Executive may not so elect to the extent that, in the  determination  of counsel
to the Company,  such  election  would cause the  Executive to be subject to the
Excise Tax.

          (d) The  determination  of whether an event  described in Code Section
280G(b)(2)(A)(i) has occurred, the amount of any Reimbursement Amount and/or the
amounts  described  in  Section  10(c)  above  shall  be  made  initially  by an
accounting firm mutually acceptable to the Company and the Executive;  provided,
however, that nothing herein shall limit the Executive's right to payment of the
Reimbursement  Amount in the  event it is  determined  that any of such  initial
determinations was incorrect.

          (e) The Executive  shall promptly notify the Company in writing of any
claim by any taxing authority that, if successful,  would require the payment by
the Company of a Reimbursement  Amount;  provided,  however, that failure by the
Executive  to give  such  notice  promptly  shall  not  result  in a  waiver  or
forfeiture of any of the Executive's  rights under this Section 10 except to the
extent of actual damages suffered by the Company as a result of such failure. If
the Company  notifies the  Executive in writing  within 15 days after  receiving
such  notice  that it  desires to contest  such claim (and  demonstrates  to the
reasonable  satisfaction  of the  Executive  its  ability  to pay any  resulting
Reimbursement Amount), the Executive shall:

              (i) give the Company any information  reasonably  requested by the
              Company relating to such claim;

              (ii) take such action in connection  with contesting such claim as
              the Company shall reasonably request in writing from time to time,
              including, without limitation, accepting legal representation with
              respect to such claim by an attorney  selected by the Company that
              is reasonably acceptable to the Executive;

              (iii)   cooperate   with  the  Company  in  good  faith  in  order
              effectively to contest such claim; and

              (iv) permit the Company to participate in any proceedings relating
              to such claim;

provided, however, that the Company's actions do not unreasonably interfere with
or prejudice  the  Executive's  disputes  with the taxing  authority as to other
issues;  and  provided,  further,  that  the  Company  shall  bear and pay on an
after-tax  and  as-incurred  basis,  all  attorneys  fees,  costs  and  expenses
(including  additional  interest,  penalties  and  additions to tax) incurred in
connection  with  such  contest  and  shall  indemnify  and hold  the  Executive
harmless,  on an  after-tax  and  as-incurred  basis,  for all  resulting  taxes
(including,  without limitation,  income and excise taxes), interest,  penalties
and additions to tax.

     11.  Modification  and  Waiver.  No  provisions  of this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing signed by the Executive and the Chief Executive  Officer or
the  President of the  Company.  No waiver by either party hereto at any time of
any breach by the other party hereto of, or  compliance  with,  any condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations,  oral, or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of  California  without  regard to is  conflicts of law
principles.


     12.  Validity.  The  invalidity  or  unenforceability  of any  provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.


     13.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.


     14. Arbitration.  Any dispute or controversy arising under or in connection
with this  Agreement or  Executive's  employment by the Company shall be settled
exclusively by  arbitration,  conducted  before a single  neutral  arbitrator in
accordance  with the  American  Arbitration  Association's  National  Rules  for
Resolution of Employment Disputes as then in effect.  Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
the Company shall be entitled to seek a  restraining  order or injunction in any
court of competent  jurisdiction to prevent any continuation of any violation of
the provisions of Sections 7, 8 or 9 of this Agreement and the Executive  hereby
consents that such  restraining  order or injunction may be granted  without the
necessity of the Company's  posting any bond,  and provided,  further,  that the
Executive shall be entitled to seek specific performance of his right to be paid
until the date of employment  termination  during the pendency of any dispute or
controversy  arising under or in connection  with this  Agreement.  The fees and
expenses of the arbitrator shall be borne by the Company.


     15. Entire Agreement. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter  contained herein and supersedes
all  prior  agreements,  promises,  covenants,   arrangements,   communications,
representations or warranties, whether oral or written, by any officer, employee
or  representative  of any party hereto;  and any prior agreement of the parties
hereto in respect of the subject matter contained herein.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.



                              APRIA HEALTHCARE GROUP INC.



                              By:
                                 ----------------------------------------
                                 Philip L. Carter
                                 Chief Executive Officer



                              EXECUTIVE



                              ------------------------------------------
                              George J. Suda

</TEXT>
</DOCUMENT>
