I-FLOW CORPORATION Summary of the 2009 Executive Performance Incentive Plan

EXHIBIT 10.1

I-FLOW CORPORATION
Summary of the
2009 Executive Performance Incentive Plan
(as amended on August 11, 2009)

Eligibility . The President and Chief Executive Officer, Executive Vice President and Chief Operating Officer and Chief Financial Officer are the three executives eligible to receive cash and equity awards under the incentive plan. All awards will be made pursuant to the I-Flow Corporation Amended and Restated 2001 Equity Incentive Plan (the “Equity Plan”).

Objectives . In the plan, the compensation committee established 2009 target achievements for the following criteria: (i) revenue (the “Revenue Target”) and (ii) net operating profit (excluding interest income, interest expense, income taxes, stock-based compensation, InfuSystem Holdings stock impairment/gain or loss, any board-of-directors-related expenses in excess of $500,000 and changes to the reserves established in 2008 for litigation and insurance items) as a percentage of revenue (the “Net Operating Profit Target”). Measuring actual 2009 results against the Revenue Target and the Net Operating Profit Target will determine whether and to what extent the plan objectives have been achieved.

Administrative . The amount of cash and equity awards available under the plan will depend upon the extent to which the Revenue Target and the Net Operating Profit Target have been achieved, with each factor having equal weight in the computation; provided , however , that the compensation committee is retaining the discretion, in consultation with management, to reduce any awards otherwise earned in highly unusual circumstances where the committee deems it necessary and appropriate. In order to provide flexibility to management to operate and grow the company, the performance criteria may also be adjusted for any major events during the year; provided , however , that any adjustment must be approved in advance by the compensation committee and the board of directors, and the plan impact of any such events will be decided at the time of such approval. The allocation of the aggregate awards, if any, among the officers will be determined by the compensation committee and the board of directors based on their assessment of the contributions of each officer.

Award Minimums/Maximums . In order to receive an award under the plan, both (i) the Revenue Target must be at least 94.83% achieved and (ii) the Net Operating Profit Target must be at least 57.1% achieved. At this minim