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EXHIBIT
10.54
RETENTION
AGREEMENT
This RETENTION AGREEMENT is
made as of the 14 th day of December, 2006 (the
“Effective Date”), by and between Kindred Pharmacy
Services, Inc., a Delaware corporation (the “Company”),
and Mark A. McCullough (the “Employee”).
W I T
N E S S E T H
:
WHEREAS, the Employee is
employed by the Company’s institutional pharmacy business
(“KPS”);
WHEREAS, Kindred Healthcare,
Inc. (“Parent”) and AmerisourceBergen Corporation
(“ABC”) intend to create a public company
(“Newco”) combining ABC’s institutional pharmacy
business (“PharMerica”) and KPS by means of a spin-off
and immediately subsequent merger of PharMerica and KPS into
subsidiaries of Newco (the “Proposed Transaction”);
and
WHEREAS, the Company has
determined that it is in the best interests of the Company to enter
into this Agreement to provide for the terms of the retention of
Employee as an at will employee of KPS in connection with the
Proposed Transaction.
NOW, THEREFORE, in
consideration of the premises and the respective covenants and
agreements contained herein, and intending to be legally bound
hereby, the Company and Employee agree as follows:
1. Employment .
Employee acknowledges and agrees that this Agreement does not
represent a promise of or a contract for continued or future
employment of the Employee and that the Employee’s employment
status is and shall remain subject to the certain Employment
Agreement dated as of February 25, 2003. Employee further
acknowledges that this Agreement does not amend or otherwise alter
the terms and conditions of Employee’s compensation or other
benefits available to Employee under the benefit plans, programs or
arrangements of the Parent, the Company, KPS or Newco.
2. Retention Bonus .
If Employee continuously remains actively at work as an employee in
good standing of KPS from the Effective Date through the closing
date of the Proposed Transaction (the “Retention Target
Date”), Employee shall be eligible to receive a retention
bonus equal to $135,824 (the “Retention Bonus”).
Employee acknowledges that Employee would not be entitled to the
Retention Bonus absent this Retention Agreement. The Company, or
its applicable subsidiary, shall pay the Retention Bonus, if
any,
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