EMPLOYMENT AGREEMENT

 

                                                                   EXHIBIT 10.32

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
as of January 1, 1995 ("Effective Date") by and between TOKOS MEDICAL
CORPORATION (DELAWARE), a Delaware corporation ("TOKOS"), and TERRY P. BAYER
("EMPLOYEE").

                                    RECITAL

         TOKOS desires to employ EMPLOYEE as the President of Tokos Medical
Corporation, a California corporation and the principal operating subsidiary
for TOKOS ("Tokos (California)"), and EMPLOYEE is willing to accept such
employment by TOKOS, on the terms and subject to the conditions set forth in
this Agreement.

                                   AGREEMENT

         THE PARTIES AGREE AS FOLLOWS:

         1.      Duties.  During the term of this Agreement, EMPLOYEE agrees to
be employed by and to serve TOKOS as the President of Tokos (California) and
TOKOS agrees to employ and retain EMPLOYEE in such capacities. EMPLOYEE shall
devote substantially all of her business time, energy, and skill to the
business of Tokos (California) and TOKOS and the duties of her position.
EMPLOYEE shall report only to TOKOS' Chief Executive Officer; shall observe and
abide by all policies of TOKOS and all directives of the Chief Executive
Officer and the Board of Directors consistent with her position; and, at all
times during the term of this Agreement, shall have powers and duties at least
commensurate with her position as the President of Tokos (California).
EMPLOYEE's principal place of business with respect to her services to TOKOS
shall be in Orange County, California.

         2.      Term of Employment.

                 2.1      Definitions.  For purposes of this Agreement the
following terms shall have the following meanings:

                          2.1.1   "Termination For Cause" shall mean the
termination by TOKOS of EMPLOYEE's employment with TOKOS as the result of
EMPLOYEE's willful misconduct or dishonesty towards, fraud upon, or deliberate
injury or attempted injury to TOKOS; EMPLOYEE's willful and continued material
breach of this Agreement, or; EMPLOYEE's gross negligence or malfeasance in the
performance of her duties and responsibilities, as determined by the good faith
decision of the Chief Executive Officer.  Notwithstanding the foregoing,
EMPLOYEE shall be entitled to appeal the termination and request confirmation
thereof from the Board of Directors in the form of a resolution duly adopted by
the affirmative vote of not less than a simple majority of the outside
directors, provided the outside directors voting constitute a majority of the
entire

2/5/96
                                                                          Page 1

membership of the Board of Directors, at a meeting of the Board of Directors
duly noticed and held within 45 days of EMPLOYEE's request (after reasonable
notice to EMPLOYEE, and opportunity for EMPLOYEE, together with counsel if
desired, to be heard before the Board of Directors), which resolution shall
state that in the good faith opinion of the Board of Directors, Cause for
termination exists, and which shall enumerate with particularity the specific
conduct which constitutes Cause.  In the event the Board of Directors does not
adopt a resolution confirming the termination, then EMPLOYEE shall be
reinstated with back pay in such capacities as the Board of Directors may
direct.  An act, or a failure to act, shall not be considered "willful" if, in
the good faith determination of the Board of Directors, it was performed, or
omitted, in good faith and with reasonable grounds for belief that the action
or omission was in the interest of TOKOS.  The EMPLOYEE shall not be deemed to
be grossly negligent or malfeasant unless the EMPLOYEE's act or failure to act,
in the good faith determination of the Board of Directors was inappropriate and
results in a material injury to TOKOS.  The Chief Executive Officer may effect
a Termination For Cause at any time by providing EMPLOYEE with written notice
of such termination.  The termination shall be effective as of the date of the
notice.

                          2.1.2   "Termination Other Than For Cause" shall mean
termination by TOKOS of EMPLOYEE's employment with TOKOS and shall include (i)
termination for performance, incompatibility with TOKOS, other deficiencies or
any other reason (other than Cause, a Change in Control, Death or Incapacity)
as determined by the Chief Executive Officer, and (ii) constructive termination
of EMPLOYEE's employment by reason of (a) a reduction in EMPLOYEE's Base Salary
of 10% or more, unless such reduction is part of a cost-savings or similar plan
that equally impacts all other similarly situated officers, or (b) a
requirement that EMPLOYEE change her principal place of business to a location
that is more than 50 miles from her current principal place of business.
Notwithstanding the foregoing, in the event of a Termination Other Than For
Cause which is initiated by the Chief Executive Officer, EMPLOYEE shall be
entitled to appeal the termination and request confirmation thereof from the
Board of Directors in the form of a resolution duly adopted by the affirmative
vote of not less than a simple majority of the outside directors, provided the
outside directors voting constitute a majority of the entire membership of the
Board of Directors at a meeting of the Board of Directors duly noticed and held
within 45 days of EMPLOYEE's request (after reasonable notice to EMPLOYEE and
the opportunity for EMPLOYEE to be heard before the Board of Directors), which
resolution shall state that in the good faith opinion of the Board of
Directors, EMPLOYEE should be terminated for the reasons articulated by the
Chief Executive Officer.  In the event the Board of Directors does not adopt a
resolution confirming the termination, then EMPLOYEE shall be reinstated in
such capacities as the Board of Directors may direct.  The Chief Executive
Officer may effect a Termination Other Than For Cause at any time by providing
EMPLOYEE with written notice of such termination.  The EMPLOYEE may also effect
a Termination Other Than For Cause at any time one of the above two conditions
for constructive termination have been met.  The termination shall be effective
as of the date of the notice.

                          2.1.3   "Actual Voluntary Termination" shall mean
termination by EMPLOYEE of EMPLOYEE's employment with TOKOS other than (i)
"Termination For Cause," (ii) "Termination Other Than For Cause," (iii)
"Termination by Reason of Incapacity" or

2/5/96
                                                                          Page 2

"Termination by Reason of Death" and (v) "Termination Upon a Change in Control"
as described in this Agreement.

                          2.1.4   "Termination Upon a Change in Control" shall
mean (i) the termination by TOKOS of EMPLOYEE within 1 year after, or during
the 3 months immediately prior to, a "Change in Control," or (ii) the
termination by EMPLOYEE of this Agreement with TOKOS within 1 year after a
"Change in Control."  Either TOKOS or EMPLOYEE may effect a Termination Upon a
Change in Control once a "Change in Control" has occurred by providing the
other party with written notice of such termination.  The termination shall be
effective as of the date of such notice.

                          2.1.5   "Change in Control" shall mean (i) the time
that TOKOS first determines that any person and all other persons who
constitute a group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 ("Exchange Act")) have acquired direct or indirect
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of 20% or more of TOKOS' outstanding securities; (ii) the merger, consolidation
or reorganization of TOKOS with one or more corporations as a result of which
TOKOS is merged out of existence or becomes a subsidiary of another
corporation, the sale of all or substantially all of the assets of TOKOS; or
(iii) as a result of any tender or exchange offer, merger, consolidation or
other business combination, or any combination of any of the foregoing
transactions, the persons who were directors of TOKOS before such transaction
cease to constitute a majority of the Board of Directors of TOKOS or of any
successor to TOKOS.

                 2.2      Basic Term.  The term of employment of EMPLOYEE by
TOKOS shall be two (2) years commencing January 1, 1995 through December 31,
1996 unless terminated earlier pursuant to Section 3, which term is subject to
renewal upon at least 90 days notice prior to the expiration of the initial or
any renewal periods.  Therefore, at any time before October 1, 1996, TOKOS and
EMPLOYEE may by mutual written agreement renew this Agreement and, thereby,
extend EMPLOYEE's employment under the terms of this Agreement for such
additional periods as they may agree.

         3.     Termination of Employment.

                 3.1      Termination For Cause.  Upon any Termination For
Cause, EMPLOYEE shall immediately be paid all accrued salary, bonus
compensation to the extent fully earned, vested deferred compensation (other
than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plan), any benefits under any plans of TOKOS in
which EMPLOYEE is a participant to the full extent of EMPLOYEE's rights under
such plans, accrued paid time off ("PTO") pay and any appropriate business
expenses incurred by EMPLOYEE in connection with her duties hereunder, all to
the date of termination.  EMPLOYEE shall not be paid any other compensation or
reimbursement of any kind including, without limitation, severance
compensation, continued vesting or extended rights to exercise beyond the
minimum required by the applicable plan.

                 3.2      Termination Other Than For Cause.  Upon any
Termination Other Than For Cause, EMPLOYEE shall immediately be paid all
accrued salary, bonus compensation calculated

2/5/96
                                                                          Page 3

by pro-rating all achievements and other measuring numbers set forth in the
bonus plan for other similarly situated officers as though the year and date
ended on the date of termination, vested deferred compensation (other than
pension plan or profit sharing plan benefits which will be paid in accordance
with the applicable plan), any benefits under any plans of TOKOS in which
EMPLOYEE is a participant to the full extent of EMPLOYEE's rights under such
plans, accrued PTO pay and any appropriate business expenses incurred by
EMPLOYEE in connection with her duties hereunder, all to the date of
termination, and all severance compensation provided in Section 5.1, but no
other compensation or reimbursement of any kind.

                 3.3      Termination by Reason of Incapacity.  If, during the
term of this Agreement, EMPLOYEE, in the reasonable judgment of the Chief
Executive Officer of TOKOS, has failed to perform her duties under this
Agreement on account of illness or physical or mental incapacity, and such
illness or incapacity continues for a period of more than 6 weeks, TOKOS shall
have the right to terminate EMPLOYEE's employment hereunder, such termination
to be effective retroactive to the first day of such illness or incapacity, by
written notification to EMPLOYEE and payment to EMPLOYEE of all accrued salary,
bonus compensation calculated by pro-rating all achievement and other measuring
numbers set forth in the bonus plan used for other similarly situated officers
for that year as though the year ended on the date of termination, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), any benefits under
any plans of TOKOS in which EMPLOYEE is a participant to the full extent of
EMPLOYEE's rights under such plans, accrued PTO pay and any appropriate
business expenses incurred by EMPLOYEE in connection with her duties hereunder,
all to the date of termination, with the exception of medical and dental
benefits which shall continue through the expiration of the Agreement and all
severance compensation provided in Section 5.2, but no other compensation or
reimbursement of any kind.

                 3.4      Termination by Reason of Death.  In the event of
EMPLOYEE's death during the term of this Agreement, EMPLOYEE's employment shall
be deemed to have terminated as of the last day of the month during which her
death occurs and TOKOS shall pay to her estate or such beneficiaries as
EMPLOYEE may from time to time designate all accrued salary, bonus compensation
calculated by pro-rating all achievement and other measuring numbers set forth
in the bonus plan used for other similarly situated officers for that year as
though the year ended on the date of termination, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plan), any benefits under any plans of TOKOS in
which EMPLOYEE is a participant to the full extent of EMPLOYEE's rights under
such plans, accrued PTO pay and any appropriate business expenses incurred by
EMPLOYEE in connection with her duties hereunder, all to the date of
termination, and all severance compensation provided in Section 5.3, but no
other compensation or reimbursement of any kind.

                 3.5      Termination Upon a Change in Control.  Upon the
occurrence of a Termination Upon a Change in Control, EMPLOYEE shall
immediately be paid all accrued salary, bonus compensation calculated by
pro-rating all achievement and other measuring numbers set forth in the bonus
plan used for other similarly situated officers for that year as though the
year ended on the date of the termination, vested deferred compensation (other
than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plan), any benefits under any plans

2/5/96
                                                                          Page 4

of TOKOS in which EMPLOYEE is a participant to the full extent of EMPLOYEE's
rights under such plans, accrued PTO pay and any appropriate business expenses
incurred by EMPLOYEE in connection with her duties hereunder, all to the date
of the termination and all severance compensation provided in Section 5.4, but
no other compensation or reimbursement of any kind.

                 3.6      Termination Upon Expiration of Agreement.  In the
event that TOKOS fails or otherwise refuses for any reason (except as otherwise
provided herein) to extend this Agreement at least 90 days prior to the initial
or any renewal period, EMPLOYEE shall immediately be paid all accrued salary,
bonus compensation calculated by pro-rating all achievement and other measuring
numbers set forth in the bonus plan for other similarly situated officers as
though the year ended on the date of the failure to extend the Agreement,
vested deferred compensation (other than pension plan or profit sharing plan
benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of TOKOS in which EMPLOYEE is a participant to the
full extent of EMPLOYEE's rights under such plans, accrued PTO pay and any
appropriate business expenses incurred by EMPLOYEE in connection with her
duties hereunder, all to the date of termination and all severance compensation
provided in Section 5.5, but no other compensation or reimbursement of any
kind.

                 3.7      Actual Voluntary Termination.  In the event of an
Actual Voluntary Termination, EMPLOYEE shall immediately be paid all accrued
salary, bonus compensation to the extent fully earned, vested deferred
compensation (other than pension plan or profit sharing plan benefits which
will be paid in accordance with the applicable plan), any benefits under any
plans of TOKOS in which EMPLOYEE is a participant to the full extent of
EMPLOYEE's rights under such plans, accrued PTO pay and any appropriate
business expenses incurred by EMPLOYEE in connection with her duties hereunder,
all to the date of termination.  EMPLOYEE shall not be paid any other
compensation or reimbursement of any kind, including without limitation,
severance compensation.

         4.      Salary, Benefits and Bonus Compensation.

                 4.1      Base Salary.  As payment for the services to be
rendered by EMPLOYEE as provided in Section 1 and subject to the terms and
conditions of Sections 2 and 3, TOKOS agrees to pay to EMPLOYEE a "Base Salary"
for the twelve calendar months beginning January 1, 1995 at the rate of
$228,000 per annum payable in equal semi-monthly installments.  The Base Salary
for each year (or portion thereof) beginning January 1, 1996 shall be
determined by the Board of Directors.  EMPLOYEE's Base Salary shall be reviewed
at least annually by the Compensation Committee of the Board of Directors (the
"Compensation Committee").

                 4.2      Bonuses.  EMPLOYEE shall be eligible to receive a
bonus each year (or portion thereof) during the Base Term and any extensions
thereof, with the actual amount of any such bonus to be determined in the sole
discretion of the Board of Directors in accordance with the Plan adopted for
Corporate Officers.  All such bonuses shall be payable within 60 days after the
end of the year to which such bonus relates.  All such bonuses shall be
reviewed annually by the Compensation Committee of the Board of Directors.

2/5/96
                                                                          Page 5

                 4.3      Additional Benefits.  During the term of this
Agreement, EMPLOYEE shall be entitled to the following fringe benefits:

                          4.3.1   Benefits.  EMPLOYEE shall be eligible to
participate in such of TOKOS' benefits and deferred compensation plans as are
now generally available or later made generally available to officers of TOKOS,
including, without limitation, Tokos' Incentive Stock Option Plan, 401K, dental
and medical plans, PTO, life insurance, personal catastrophe and disability
insurance.  For purposes of establishing the length of service under any
benefit plans or programs of TOKOS, EMPLOYEE's employment with TOKOS will be
deemed to have commenced on the date EMPLOYEE commenced services as an employee
of TOKOS, to the extent permitted under applicable law and the terms of such
plans or programs.

                          4.3.2   Reimbursement for Expenses.  During the term
of this Agreement, TOKOS shall reimburse EMPLOYEE for reasonable and properly
documented out-of-pocket business and/or entertainment expenses incurred by
EMPLOYEE in connection with her duties under this Agreement.  Any such expenses
shall be submitted by EMPLOYEE to TOKOS on a periodic basis, as determined by
the Chief Executive Officer, and all such expenses are subject to approval of
the Chief Executive Officer.

         5.      Severance Compensation.

                 5.1      Severance Compensation in the Event of a Termination
Other Than for Cause.  In the event EMPLOYEE's employment is terminated as a
result of a Termination Other Than for Cause, EMPLOYEE's Base Salary (at the
rate payable at the time of such termination) shall be continued in
semi-monthly installments for a period equal to 9 months, plus 2 weeks for each
year (or part thereof) of EMPLOYEE's employment by TOKOS up to a maximum of 12
months from the effective date of such termination.  Notwithstanding anything
in this Section 5.1 to the contrary, EMPLOYEE may, anytime following
notification of a Termination Other Than For Cause, submit to the Chief
Executive Officer a written request for a lump sum severance payment equal to
the total of all unpaid cash payments that would otherwise be paid to EMPLOYEE
pursuant to this Section 5.1.  If the Chief Executive Officer elects to grant
the request for a lump sum severance payment, TOKOS shall make such payment to
EMPLOYEE within 20 days following the date on which EMPLOYEE requests a lump
sum severance payment or the effective date of such termination, whichever
occurs earlier.  In the event that the Chief Executive Officer elects to deny
such request, TOKOS shall provide security, satisfactory to EMPLOYEE, which
approval shall not be unreasonably withheld, to ensure payment of all amounts
owing to EMPLOYEE when due.  EMPLOYEE, shall be entitled, at no cost to
EMPLOYEE to participate in the full executive program of any outplacement firm,
acceptable to both EMPLOYEE and TOKOS, until EMPLOYEE's reemployment by another
employer.  In addition to the cost of such outplacement program, to the extent
that any part of such cost constitutes income to EMPLOYEE for state or federal
income tax purposes, TOKOS shall "gross-up" such amount to compensate EMPLOYEE
for all taxes she may be required to pay.  EMPLOYEE shall be entitled to all
COBRA benefits for the 9 to 12 month period from the effective date of such
termination but shall not otherwise continue to accrue retirement benefits or
continue to enjoy any other benefits under any plans of TOKOS in which EMPLOYEE
is a participant.  Any awards granted to EMPLOYEE under Tokos' Incentive Stock

2/5/96
                                                                          Page 6

Option Plan that are vested as of the date of termination shall expire 60 days
after the termination date.

                 5.2      Severance Compensation for Termination by Reason of
Incapacity.  In the event EMPLOYEE's employment is terminated as a result of a
Termination by Reason of Incapacity, EMPLOYEE's Base Salary (at the rate
payable as of the effective date of the termination) shall be continued in
semi-monthly installments for a period equal to 9 months plus 2 weeks for each
year (or part thereof) of EMPLOYEE's employment by TOKOS up to a maximum of 12
months from the effective date of such termination.  Notwithstanding anything
in this Section 5.2 to the contrary, EMPLOYEE may, anytime following
notification of a Termination by Reason of Incapacity, submit to the Chief
Executive Officer a written request for a lump sum severance payment equal to
the total of all unpaid cash payments that would otherwise be paid to EMPLOYEE
pursuant to this Section 5.2, which request shall not be unreasonably denied.
If the Chief Executive Officer elects to grant the request for a lump sum
severance payment, TOKOS shall make such payment to EMPLOYEE within 20 days
following the date on which EMPLOYEE requests a lump sum severance payment or
the effective date of such termination, whichever occurs earlier.  In the event
that the Chief Executive Officer elects to deny such request, TOKOS shall
provide security, satisfactory to EMPLOYEE, which approval shall not be
unreasonably withheld, to ensure payment of all amounts owing to EMPLOYEE when
due.  EMPLOYEE shall continue to accrue retirement benefits and shall continue
to enjoy any other benefits under any plans of TOKOS in which EMPLOYEE is a
participant for the 9 to 12 month period from the effective date of the
Termination except that any awards granted to EMPLOYEE under Tokos' Incentive
Stock Option Plan shall cease to vest as of the termination date and EMPLOYEE's
rights to exercise any awards vested as of the termination date shall be
extended (but not beyond their original term) to the date of EMPLOYEE's
re-employment with another employer or 60 days after the end of the 9 to 12
month period, whichever occurs first.

                 5.3      Severance Compensation for Termination by Reason of
Death.  In the event EMPLOYEE's employment is terminated as a result of
EMPLOYEE's death, EMPLOYEE's Base Salary (at the rate payable as of the
effective date of the termination) shall be continued in semi-monthly
installments for a period of 3 months.  TOKOS shall also continue to fund
dental and medical coverage for EMPLOYEE's spouse and dependents for the 3
month period from the effective date of the termination.  Any awards granted to
the EMPLOYEE under Tokos' Incentive Stock Option Plan shall cease to vest as of
the termination date and EMPLOYEE's rights to exercise any awards vested as of
the termination date shall be extended (but not beyond their original term) to
the date EMPLOYEE's estate is closed or 2 years from the date of her death,
whichever occurs first.

                 5.4      Severance Compensation in the Event of a Termination 
Upon A Change In Control.  In the event EMPLOYEE elects to terminate this 
Agreement as a result of a Termination Upon A Change In Control, EMPLOYEE's 
Base Salary (at the rate payable at the time of such termination) shall be 
continued in semi-monthly installments for a period of 18 months from the 
effective date of such termination.  Notwithstanding anything in this Section 
5.4 to the contrary, EMPLOYEE may, anytime following notification of a 
Termination Upon A Change In Control, submit to the Chief Executive Officer a 
written request for a lump sum severance payment equal to

2/5/96
                                                                          Page 7

the total of all unpaid cash payments that would otherwise be paid to EMPLOYEE
pursuant to this Section 5.4, which request shall not be unreasonably denied.
If the Chief Executive Officer elects to grant the request for a lump sum
severance payment, TOKOS shall make such payment to EMPLOYEE within 20 days
following the date on which EMPLOYEE requests a lump sum severance payment or
the effective date of such termination, whichever occurs earlier.  In the event
that the Chief Executive Officer elects to deny such request, TOKOS shall
provide security, satisfactory to EMPLOYEE, which approval shall not be
unreasonably withheld, to ensure payment of all amounts owing to EMPLOYEE when
due.  In addition to the severance payment payable under this Section 5.4,
EMPLOYEE shall be paid an amount equal to 1.5 times the highest bonus earned by
EMPLOYEE as an employee of TOKOS.  EMPLOYEE shall also be entitled to
accelerated vesting of any awards granted to EMPLOYEE under Tokos' Incentive
Stock Option Plan with no acceleration, however, of EMPLOYEE's rights to
exercise such awards.  EMPLOYEE, shall be entitled, at no cost to EMPLOYEE, to
participate in the full executive program of any outplacement firm, acceptable
to both EMPLOYEE and TOKOS, until EMPLOYEE's reemployment by another employer.
In addition to the cost of such outplacement program, to the extent that any
part of such cost constitutes income to EMPLOYEE for state or federal income
tax purposes, TOKOS shall "gross-up" such amount to compensate EMPLOYEE for all
taxes she may be required to pay.  EMPLOYEE shall continue to accrue retirement
benefits and shall continue to enjoy any benefits under any plans of TOKOS in
which EMPLOYEE is a participant to the full extent of EMPLOYEE's rights under
such plans, including any perquisites provided under this Agreement, for the 18
month period from the effective date of such termination; provided, however,
that the benefits under any such plans of TOKOS (other than Tokos' Incentive
Stock Option Plan) in which EMPLOYEE is a participant, including any such
prerequisites, shall cease upon EMPLOYEE's re-employment by another employer.

                 5.5      Severance Compensation In The Event Of A Failure Of
TOKOS To Renew This Agreement.  In the event TOKOS fails or otherwise refuses
for any reason (except pursuant to Section 3.1 hereof) to extend this Agreement
beyond the Basic Term and any extensions thereof, EMPLOYEE's Base Salary (at
the rate payable at the time of such termination) shall be continued in
semi-monthly installments for a period of 18 months from the effective date of
such termination.  Notwithstanding anything in this Section 5.5 to the
contrary, EMPLOYEE may, anytime following expiration of this Agreement, submit
to the Chief Executive Officer a written request for a lump sum severance
payment equal to the total of all unpaid cash payments that would otherwise be
paid to EMPLOYEE pursuant to this Section 5.5.  If the Chief Executive Officer
elects to grant the request for a lump sum severance payment, TOKOS shall make
such payment to EMPLOYEE within 20 days following the date on which EMPLOYEE
requests a lump sum severance payment or the effective date of such
termination, whichever occurs earlier.  In the event that the Chief Executive
Officer elects to deny such request, TOKOS shall provide security, satisfactory
to EMPLOYEE, which approval shall not be unreasonably withheld, to ensure
payment of all amounts owing to EMPLOYEE when due.  In addition to the
severance payment payable, under this Section 5.5, EMPLOYEE shall be paid an
amount equal to 1.5 times the highest bonus earned by EMPLOYEE as an employee
of TOKOS.  EMPLOYEE shall also be entitled to accelerated vesting of any awards
granted to EMPLOYEE under Tokos' Incentive Stock Option Plan with no
acceleration, however, of EMPLOYEE's right to exercise any such awards.
EMPLOYEE, shall be entitled, at no cost to EMPLOYEE to participate in the full
executive program of any outplacement firm, acceptable to

2/5/96
                                                                          Page 8

both EMPLOYEE and TOKOS, until EMPLOYEE's reemployment by another employer.  In
addition to the cost of such outplacement program, to the extent that any part
of such cost constitutes income to EMPLOYEE for state or federal income tax
purposes, TOKOS shall "gross-up" such amount to compensate EMPLOYEE for all
taxes she may be required to pay.  EMPLOYEE shall continue to accrue retirement
benefits and shall continue to enjoy any benefits under any plans of TOKOS in
which EMPLOYEE is a participant to the full extent of EMPLOYEE's rights under
such plans, including any perquisites provided under this Agreement, for the 18
months from the effective date of such termination; provided, however, that the
benefits under any such plans of TOKOS (other than Tokos' Incentive Stock
Option Plan) in which EMPLOYEE is a participant, including any such
perquisites, shall cease upon EMPLOYEE's reemployment by another employer.

                 5.6      No Severance Compensation Upon Other Termination.  In
the event of an Actual Voluntary Termination or Termination For Cause, EMPLOYEE
shall not be paid any severance compensation.

                 5.7      Limit on Aggregate Compensation Upon A Change In
Control.  Notwithstanding anything to the contrary in this Agreement, solely in
the event of a Termination Upon A Change In Control pursuant to Section 3.5,
the amount of severance compensation paid to EMPLOYEE under Sections 3 and 5 or
otherwise shall not include any amount that TOKOS is prohibited from deducting
for federal income tax purposes by virtue of Section 28OG of the Internal
Revenue Code or any successor provision.

         6.      Loans to TOKOS.  Any loans which may, on the effective date of
termination, be owed by EMPLOYEE to TOKOS, shall be due and payable 2 years
after the effective date of termination or, if applicable, 1 year after
EMPLOYEE becomes reemployed by another employer, whichever is sooner; provided,
however, that the proceeds from the sale of any stock of TOKOS held by EMPLOYEE
shall be applied first to pay taxes, if any, resulting from the sale of such
stock; second to any reduction in EMPLOYEE's margin debt necessitated by the
sale of such stock, which margin debt to the extent secured by stock in TOKOS
shall not be increased by EMPLOYEE after the effective date of any termination
of EMPLOYEE, without the consent of TOKOS; and then to repay any loans owed by
EMPLOYEE to TOKOS.  In order to be eligible for the deferred repayment of any
loans owed by EMPLOYEE to TOKOS at the time of termination, EMPLOYEE shall,
within thirty days of a request by TOKOS, provide TOKOS with security equal, in
then current value, to 1 1/2 times the amount of such loan(s).

         7.      Consulting Responsibilities.  In addition to all other
responsibilities of EMPLOYEE hereunder, in the event of a Termination of
Agreement Upon a Change in Control, a Termination Other Than For Cause or an
Actual Voluntary Termination, EMPLOYEE shall make himself available at the
request of TOKOS, upon reasonable notice and at mutually convenient times and
places as shall not unreasonably interfere with EMPLOYEE's other
responsibilities, to assist TOKOS in preparing for, managing and conducting any
litigation involving TOKOS (including by way of example and not as limitation,
giving testimony), and to otherwise consult with TOKOS with respect to any
matters consistent with her duties prior to termination; for which EMPLOYEE
shall be compensated at the rate of $150.00 per hour for the first 100 hours
and $300.00 per hour for each

2/5/96
                                                                          Page 9

additional hour; provided, however, in no event shall EMPLOYEE be obligated to
provide any services to TOKOS after 18 months from the effective date of
termination.

         8.      Protection of Company Assets and Dispute Resolution.

                 8.1      Non-Competition.  During the term of this Agreement,
including the period, if any, during which EMPLOYEE shall be entitled to
severance compensation hereunder, EMPLOYEE shall not engage in any activity,
business or transactions in competition with TOKOS.  In furtherance of this
prohibition, EMPLOYEE shall notify TOKOS, in written detail, of all business
activity which, to the best of EMPLOYEE's knowledge, could be perceived by
TOKOS as violating this provision.  In the event that EMPLOYEE fails to provide
such notice, TOKOS may avail itself of whatever remedies may exist, and
EMPLOYEE hereby consents to TOKOS' obtaining injunctive relief.  In the
alternative event that EMPLOYEE provides such notice, TOKOS must, within 20
days of actual receipt of such notice, consent to EMPLOYEE's involvement in the
business activity described, or notify EMPLOYEE, in written detail, of all
reasons TOKOS believes the business activity described violates this provision.
If TOKOS consents or fails to timely provide such written response, such
failure shall constitute consent by TOKOS thereby, in either case, enabling
EMPLOYEE to engage in such business activity to the extent described in
EMPLOYEE's written notice to TOKOS.  In no event, however, shall EMPLOYEE be
relieved of responsibility to provide TOKOS with notice, in written detail, of
any other business activity which EMPLOYEE, to the best of her knowledge,
believes TOKOS would perceive to be violative of this provision.  If EMPLOYEE
challenges TOKOS' decision to not consent, EMPLOYEE shall, within 10 days of
actual receipt of TOKOS' objections, so notify TOKOS in writing by providing
TOKOS with her response, in detail, to TOKOS' objections, and both EMPLOYEE and
TOKOS hereby agree that such dispute shall be finally settled by arbitration in
accordance with Section 8.2 below.

                 8.2      Arbitration.  TOKOS and EMPLOYEE agree that any
controversy, claim or dispute of any kind arising out of or relating to this
Agreement, the interpretation of this Agreement, EMPLOYEE's employment with
TOKOS or the termination thereof, or the course of dealing by the parties
hereunder (including any claim based on contract, tort or statute) whether for
damages or for provisional or permanent equitable relief, shall be finally
settled by arbitration administered by the American Arbitration Association
("AAA") in accordance with its then-existing commercial Arbitration rules
("Rules") in Irvine, California before an arbitrator who shall be a retired or
former judge of the California Superior Court and who shall be selected from
those former or retired judges affiliated with the Judicial Arbitration and
Mediation Service ("JAMS") located in the City of Orange, California who are
willing and able to comply with the time constraints and other procedures
herein agreed to.  The party initiating the claim shall obtain from JAMS a
current list of available judges and shall immediately mail such list to the
other party.  Each party to the dispute shall have 10 days from the mailing
date in which to cross off any names objected to, number the remaining names in
order of preference, and return the list to the AAA.  If either party fails to
return the list within the time specified, all persons named therein shall be
deemed acceptable.  From among the persons who have been approved on both
lists, and in accordance with the designated order of mutual preference, the
AAA shall invite the acceptance of an arbitrator to serve.  If the parties fail
to agree on any of the persons named, or if acceptable arbitrators are unable
to act, or if for any other reason the appointment cannot be made from the
submitted lists, the AAA shall have the power to make the

2/5/96
                                                                         Page 10

appointment from among other California Superior Court judges who are willing
and able to comply with the time constraints and other procedures herein agreed
to.  Both parties shall share equally the payment of the arbitrator's fee,
though the arbitrator, in her or her sole discretion, may order the
non-prevailing party to pay the prevailing party's share of the arbitrator's
fee.  Any controversy regarding whether a dispute is an arbitratable dispute
hereunder shall be determined by the arbitrator.  The designation of a situs or
a governing law for this Agreement or arbitrations hereunder shall not be
deemed an election to preclude application of the U.S. Arbitration Act, if it
would be applicable.  Judgment upon the award rendered by the arbitrator may be
entered and enforced in any court having proper jurisdiction.  At the request
of either party, arbitration proceedings will be conducted in secrecy; in such
case all documents, testimony and records will be received, heard and
maintained by the arbitrator in secrecy under seal, available for inspection
only by the parties and their respective attorneys and experts, who will agree,
in advance and in writing, to receive all such information confidentially and
to maintain such information in secrecy until such information becomes
generally known.

It is the intention of both parties that any dispute arising in connection with
this Agreement or EMPLOYEE's employment shall be resolved expeditiously.
Therefore, all discovery must be completed and the hearing commenced within 30
days of the arbitrator's appointment.  The award must be reasoned and must be
issued within 30 days of commencement of the hearing and will not be subject to
judicial review in whole or in part.

                 8.3      No Solicitation/Raiding of Employees.  EMPLOYEE
acknowledges and agrees that TOKOS has invested substantial time and effort in
assembling its present staff.  Accordingly, EMPLOYEE agrees and covenants that
during the term of this Agreement, including the period, if any, during which
EMPLOYEE shall be entitled to severance compensation hereunder, but in no event
for a period less than one year after the termination of her employment with
TOKOS, EMPLOYEE will not directly or indirectly, induce or solicit any employee
to leave employment with TOKOS.

                 8.4      Confidential Information and Trade Secrets.  EMPLOYEE
acknowledges and agrees that in the course of employment with TOKOS, she has
been granted access to and become acquainted with information of a
confidential, proprietary or secret nature which is or may be either applicable
to or related in any way to the present or future business of TOKOS.  Such
"confidential information" includes but is not limited to business strategies,
financial results, pricing, marketing strategies, sales techniques, etc.
EMPLOYEE acknowledges and agrees that such confidential information constitutes
"trade secret" information within the meaning of the Uniform Trade Secret Act
(California Civil Code section 3426 set seq.)" In addition to such confidential
information, "trade secrets" include but are not limited to various devices,
secret inventions, processes, compilation of information, records,
specifications, etc.  EMPLOYEE acknowledges and agrees that such confidential
information and trade secrets have independent economic value, are not
generally known to the public and/or other persons who can obtain economic
value from the disclosure or use thereof, and that such confidential
information and trade secrets have remained confidential due to the
extraordinary precautions, safeguards and efforts of TOKOS and its employees to
maintain the secrecy and confidential thereof.  EMPLOYEE covenants and agrees
not to disclose to any person, company or entity other than TOKOS any trade
secrets, confidential or proprietary information,

2/5/96
                                                                         Page 11

directly or indirectly, or to use them in any way, for her own benefit or for
the benefit of any other person or entity other than TOKOS, except as required
in the course of employment with TOKOS.  EMPLOYEE agrees to abide by the
policies and procedures of TOKOS, as established from time-to-time, for the
protection of trade secrets, confidential and proprietary information.

                 8.5      Conflicts of Interest.  EMPLOYEE acknowledges and
agrees that during the term of this Agreement, including the period, if any,
during which EMPLOYEE shall be entitled to severance compensation hereunder,
EMPLOYEE will not, without the prior written consent of the Chief Executive
Officer of TOKOS, directly or indirectly engage in any employment, consulting,
or other activity which would conflict with the business of TOKOS or the duties
of EMPLOYEE.

                 8.6      Injunctive Relief. In the event of any breach of the
provisions of this Agreement, TOKOS and EMPLOYEE respectively agree that an
injunction may issue from any court of competent jurisdiction to enforce these
provisions, including the terms of this paragraph.  These provisions shall not
in any way limit the right of either party to bring an action for other
injunctive or other equitable relief and for damages occasioned by any breach
of this Agreement by the other party.

                 8.7      Preservation of Company Property.  EMPLOYEE
acknowledges that from time-to-time in the course of employment with TOKOS,
EMPLOYEE has had the opportunity to inspect and use certain property of TOKOS,
both tangible and intangible, including but not limited to files, records,
documents, drawings, specifications, lists, equipment, graphics, designs and
similar items relating to the business of TOKOS.  EMPLOYEE acknowledges and
agrees that all such property, including but not limited to any and all copies
thereof, whether prepared by EMPLOYEE or otherwise in the possession of
EMPLOYEE, are and shall remain the exclusive property of TOKOS, that EMPLOYEE
shall have no right or proprietary interest in such property, that EMPLOYEE
will safeguard and return to TOKOS all such property, and that EMPLOYEE has not
and will not take, remove, duplicate or otherwise remove any such property from
the business premises of TOKOS at any time without the consent of the Chief
Executive Officer.

                 8.8      No Solicitation of Customers.  Because of the
sensitive and unique nature of the business of TOKOS, EMPLOYEE acknowledges and
agrees that the solicitation of a past, current or potential customer of TOKOS
with whom EMPLOYEE has had a business contact on behalf of TOKOS of necessity
requires the use of confidential information, and that the use and application
of such confidential information by EMPLOYEE would be unfair and cause
irreparable injury to TOKOS.

EMPLOYEE further acknowledges and agrees that the identity of the customers of
TOKOS are not generally known to the public or the competitors of TOKOS and
that EMPLOYEE has had access to the identity of such customers solely as a
result of this employment with TOKOS.  Therefore, EMPLOYEE covenants and agrees
that during the term of this Agreement, including the period, if any, during
which EMPLOYEE shall be entitled to severance compensation hereunder, but in no
event for a period less than one year following the effective date of the
termination of her employment with TOKOS, EMPLOYEE shall not, directly or
indirectly, for himself or for any person, company or entity, attempt to
divert, solicit or take away any business or patronage of any

2/5/96
                                                                         Page 12

customer of TOKOS with whom EMPLOYEE has had business contact or about which
EMPLOYEE has had access to confidential information, and that EMPLOYEE also
will not, directly or indirectly, for himself or any other person, company or
employer, contact any such customer of TOKOS for the purpose of soliciting or
diverting the business or patronage of any such customer.

                 8.9      Inventions.  EMPLOYEE agrees to promptly disclose to
TOKOS any and all inventions, discoveries, improvements, trade secrets,
formulas, techniques and processes, whether or not patentable and whether or
not reduced to practice, made or conceived by EMPLOYEE, either solely or in
conjunction with others, during the period of her employment with the Company,
which relate to or result from the actual anticipated business, work or
research for TOKOS and which result, to any extent, from the use of the
premises or property of TOKOS, or are suggested by any tasks assigned to
EMPLOYEE or any work performed by EMPLOYEE for or on behalf of TOKOS.  EMPLOYEE
agrees to and hereby does grant and assign to TOKOS all rights which EMPLOYEE
may have or acquire in any such invention.  EMPLOYEE acknowledges and agrees
that all such inventions shall be the sole property of TOKOS and EMPLOYEE
hereby assigns to TOKOS her entire right, title and interest in and to such
inventions; provided, however, that such assignment does not apply to any
invention which qualifies fully under the provisions of Section 2870 of the
California Labor Code, the provisions of which are incorporated herein by
reference.

         9.      Release.  It is understood and agreed by and between EMPLOYEE
and TOKOS that in consideration of each party entering into this Agreement,
each party is hereby respectively discharging and releasing the other party
from any and all claims which such party may have or may have had against the
other relating, arising out of or in connection with EMPLOYEE's employment by
TOKOS, including the termination of such employment as provided herein, other
than for purposes of enforcement of this Agreement.  In addition, by entering
into this Agreement, each party is hereby waiving, as to the other party,
Section 1542 of the California Civil Code.

         10.     Disclosure of Investments.  Simultaneously with EMPLOYEE's
execution of this Agreement and upon each anniversary of the Effective Date,
EMPLOYEE shall notify the Chairman of the Compensation Committee of the nature
and extent of EMPLOYEE's investments, stock holdings, employment as an
employee, director, consultant, partner or any similar interest in any business
or enterprise other than TOKOS; provided, however, that EMPLOYEE shall have no
obligation to disclose any investment under $100,000 in current market value or
any holdings of publicly traded securities which are not in excess of one
percent of the outstanding class of such securities.

         11.     Miscellaneous.

                 11.1     Payment Obligations.  TOKOS' obligation to pay
EMPLOYEE the compensation and to make the arrangements provided herein shall be
unconditional, and EMPLOYEE shall have no obligation whatsoever to mitigate
damages hereunder.  If litigation or arbitration is required after a Change in
Control to enforce or interpret any provision contained herein, TOKOS, to the
extent permitted by applicable law and TOKOS' Certificate of Incorporation and
Bylaws, hereby indemnities EMPLOYEE for EMPLOYEE's reasonable attorneys' fees
and disbursements incurred in such proceeding.

2/5/96
                                                                         Page 13

                 11.2     Waiver.  The waiver of the breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach of the same or other provision hereof.

                 11.3     Entire Agreement; Modifications.  Except as otherwise
provided herein, this Agreement represents the sole, entire and complete
understanding among the parties with respect to the subject matter hereof, and
this Agreement supersedes any and all prior understandings, agreements, plans
and negotiations, whether written or oral, with respect to the subject matter
hereof, including without limitation, any understandings, agreements or
obligations respecting any past or future compensation, bonuses, reimbursements
or other payments to EMPLOYEE from TOKOS.  All modifications to the Agreement
must be in writing and signed by both EMPLOYEE and TOKOS.

                 11.4     Notices.  All notices and other communications under
this Agreement shall be in writing and shall be given by facsimile or first
class mail, certified or registered with return receipt requested, and shall be
deemed to have been duly given three days after mailing or 12 hours after
transmission of a facsimile to the respective persons named below:

         If to TOKOS:             Robert F. Byrnes
                                  Chairman and Chief Executive Officer
                                  TOKOS MEDICAL CORPORATION (Delaware)
                                  1821 East Dyer Road
                                  Santa Ana, CA 92705

         If to EMPLOYEE:          Terry P. Bayer
                                  President
                                  TOKOS MEDICAL CORPORATION (California)
                                  1821 East Dyer Road
                                  Santa Ana, CA 92705

Any party may change such party's address for notices by notice duly given
pursuant to this Section 11.4.

                 11.5     Headings.  The Section headings herein are intended
for reference and shall not by themselves determine the construction or
interpretation of this Agreement.

                 11.6     Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the State of California applicable
to contracts entered into and wholly to be performed within the State of
California by California residents.

                 11.7     Severability.  Should any court of competent
jurisdiction determine that any provision of this Agreement is illegal or
unenforceable to any extent, such provision shall be enforced to the extent
permissible and all other provisions of this Agreement shall continue to be
enforceable to the extent possible.

2/5/96
                                                                         Page 14

                 11.8     Survival of TOKOS' Obligations.  TOKOS' obligations
hereunder shall not be terminated by reason of any liquidation, dissolution,
bankruptcy, cessation of business, or similar event relating to TOKOS.  This
Agreement shall not be terminated by any merger or consolidation or other
reorganization of TOKOS.  In the event any such merger, consolidation or
reorganization shall be accomplished by transfer of stock or by transfer of
assets or otherwise, the provisions of this Agreement shall be binding upon and
inure to the benefit of the surviving or resulting TOKOS or person.  This
Agreement shall be binding upon and inure to the benefit of the executors,
administrators, heirs, successors and assigns of the parties; provided,
however, that except as herein expressly provided, this Agreement shall not be
assignable either by TOKOS (except to an affiliate of TOKOS in which event
TOKOS shall remain liable if the affiliate fails to meet any obligations to
make payments or provide benefits or otherwise) or by EMPLOYEE.

                 11.9     Counterparts.  This Agreement may be executed in one
or more counterparts, all of which taken together shall constitute one and the
same Agreement.

                 11.10    Withholdings.  All compensation and benefits payable
to EMPLOYEE hereunder and shall be reduced by all federal, state, local and
other withholdings and similar taxes and payments required by applicable law.

                 11.11    Indemnification.  In addition to any rights to
indemnification to which EMPLOYEE is entitled to under TOKOS' Certificate of
Incorporation, Bylaws, any policy of insurance or other agreement, TOKOS shall
indemnify EMPLOYEE at all times during and after the term of this Agreement to
the maximum extent permitted under Section 145 of the General Corporation Law
of the State of Delaware or any successor provision thereof and any other
applicable state law, and shall pay EMPLOYEE's expenses in defending any civil
or criminal action, suit, or proceeding brought by any third party against
EMPLOYEE as a result of EMPLOYEE's relationship with TOKOS or against TOKOS in
advance of the final disposition of such action, suit, or proceeding, to the
maximum extent permitted under such applicable state laws.  Unless otherwise
provided herein, this indemnification shall not apply to and TOKOS shall not
indemnify EMPLOYEE with respect to any disputes arising under this Agreement.

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

                                       TOKOS MEDICAL CORPORATION (DELAWARE)

                                       By: /s/ Robert F. Byrnes
                                           ------------------------------------
                                           Robert F. Byrnes
                                           Chief Executive Officer

                                       Signature:  /s/ Terry P. Bayer
                                                   ----------------------------
                                                   Terry P. Bayer
                                                   President

2/5/96
                                                                         Page 15 

Basic Info X:

Name: EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: Feb. 7, 1996
Company: MATRIA HEALTHCARE INC
State: Delaware

Other info:

Date:

  • December 31 , 1996
  • October 1 , 1996
  • last day of the month
  • January 1 , 1995
  • January 1 , 1996
  • within 60 days after the end of the year

Organization:

  • Board of Directors of TOKOS
  • Termination For Cause
  • Termination Upon a Change in Control
  • Termination Upon Expiration of Agreement
  • Compensation Committee of the Board of Directors
  • Termination Other Than For Cause
  • Severance Compensation for Termination by Reason of Incapacity
  • Severance Compensation for Termination by Reason of Death
  • Severance Compensation Upon Other Termination
  • Aggregate Compensation Upon A Change In Control
  • Termination of Agreement Upon a Change in Control
  • Company Assets and Dispute Resolution
  • American Arbitration Association
  • California Superior Court
  • Judicial Arbitration and Mediation Service
  • City of Orange
  • Preservation of Company Property
  • Solicitation of Customers
  • TOKOS MEDICAL CORPORATION California 1821 East Dyer Road Santa Ana
  • the State of California
  • General Corporation Law of the State of Delaware

Location:

  • Orange County
  • Irvine
  • U.S
  • California
  • DELAWARE

Money:

  • $ 228,000
  • $ 150.00
  • $ 300.00
  • $ 100,000

Person:

  • Robert F. Byrnes
  • Terry P. Bayer

Percent:

  • 10 %
  • 20 %
  • one percent