Summary of INFUSYSTEM HOLDINGS, INC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Not applicable.

(b) Not applicable.

(c) As previously disclosed by InfuSystem Holdings, Inc. (the "Company") in its Current Report on Form 8-K (the "8-K") filed March 23, 2012, the Board of Directors of the Company (the "Board") appointed Jonathan P. Foster to the position of Chief Financial Officer of the Company, effective March 16, 2012. In connection therewith, the Company entered into a Consulting Agreement with Mr. Foster as filed as Exhibit 10.1 to the 8-K (the "Consulting Agreement").

On August 14, 2012, upon the recommendation of the Compensation Committee and approval by the Board, the Company and Mr. Foster entered into an amended and restated consulting agreement (the "First Amendment"), which amends the Consulting Agreement in the following ways (all capitalized terms used but not defined herein shall have the meaning set forth in the First Amendment): (i) Mr. Foster will continue to serve as Chief Financial Officer as a consultant of the Company through March 16, 2013 (the "Term"), which term is renewable under certain conditions for an additional six months at the Company's option;
(ii) Mr. Foster will be paid $50,000 per month through the Term, including following termination under certain conditions; (iii) under certain events during Mr. Foster's service, or within 30 days of Mr. Foster's termination without cause, Mr. Foster will be paid $125,000; and (iv) the Company will reimburse Mr. Foster for legal expenses incurred in negotiating the Consulting Agreement and First Amendment.

Other than as described above, the material terms of the Consulting Agreement with Mr. Foster as previously disclosed by the Company have not been revised. The foregoing description of the First Amendment is qualified in its entirety by the copy of such agreement filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.