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Exhibit
10.29
PHARMERICA
CORPORATION
PharMerica Corporation
2007 Omnibus Incentive Plan
Directors’
Non-Qualified Stock Option Agreement
THIS NON-QUALIFIED STOCK
OPTION AGREEMENT (the “Agreement”), granted under
the PharMerica Corporation 2007 Omnibus Incentive Plan (the
“Plan”), is effective as of
, 20 and is entered into by and
between PharMerica Corporation, a Delaware Corporation (the
“Company”), and
(the “Optionee”).
Preliminary
Statements
WHEREAS , the Optionee
serves as a director on the Company’s Board of Directors (the
“Board”);
WHEREAS , the Company
has determined that it is desirable and in its best interests to
grant to the Optionee an option to purchase a certain number of
shares of the Company’s common stock (the
“Stock”), in order to provide the Optionee with a
significant equity interest in the Company so that the Optionee
will have a greater incentive to seek to increase the value of the
Company’s Stock and so that the Optionee’s interests
will be more closely aligned with those of the shareholders of the
Company; and
WHEREAS , any
capitalized term not herein defined shall have the meaning as set
forth in the Plan
NOW, THEREFORE , in
consideration of the mutual promises and covenants contained
herein:
1. Grant of Option
. On the terms and conditions of this Agreement and the Plan,
the Company hereby grants to the Optionee the right and option (the
“Option”) to purchase from the Company
shares of Stock. This Option shall not constitute an incentive
stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”). The date
of grant of this Option is
, 2007 (the “Grant Date”).
2. Price . The
purchase price (the “Option Price”) for the shares of
Stock subject to the Option granted by this Agreement is $
per share, which is equal to the Fair Market Value of the Stock on
the Grant Date.
3. Vesting of the
Option . The Option granted pursuant to this Agreement
shall vest and become exercisable in accordance with the following
provisions:
(a) Vesting of the
Option. Provided that the Optionee continuously serves on the
Board through the vesting period, the Option shall vest and become
exercisable in accordance with the following schedule:
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Vesting
Date
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No. of Shares
Vested
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Total Percentage of Option
Vested
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| 1 st
Anniversary of Grant
Date |
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_________ |
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33 1 / 3 % |
| 2nd Anniversary of Grant Date |
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_________ |
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66 2 / 3 % |
| 3rd Anniversary of Grant Date |
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_________ |
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100% |
There shall be no proportional vesting
prior to any Vesting Date; all vesting shall occur only on the
Vesting Date.
(b) Acceleration of
Vesting of the Option . The Option shall become fully vested
and exercisable upon the occurrence of any of the following
events:
(i) the termination of the
Optionee’s service with the Company by reason of the
Optionee’s death or disability (within the meaning of
Section 22(e)(3) of the Code);
(ii) provided that the
Optionee is not removed from the Board for “Cause” (as
defined in 3(c)(ii) below), (A) the Optionee is not nominated
for re-election to the Board, or (B) the Optionee is nominated
for re-election to the Board but is not so re-elected;
and
(iii) a Change in
Control.
(iv) Notwithstanding the
foregoing, the Committee, in its sole and absolute discretion, may
accelerate all or any portion of the vesting of the Option at any
time.
(c) Forfeiture of the
Option . The Option shall be forfeited in accordance with the
following provisions:
(i) The unvested portion of
the Option shall automatically be forfeited (A) as of the date
that the Optionee resigns from the Board, or (B) upon the date
that the Optionee ceases to serve on the Board for any reason other
than the Optionee’s removal for “Cause” (as
defined in 3(c)(ii) below).
(ii) The Option, whether or
not vested, shall automatically and immediately terminate as of the
morning of the date that the Optionee ceases to serve on the Board
due to the Optionee’s removal for “Cause” (such
removal for Cause shall not be considered a voluntary resignation).
For purposes hereunder, Cause means:
(A) the continued failure by
the Optionee to substantially perform the services expected of a
director (other than any such failure resulting from the
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Optionee’s incapacity due to
physical or mental illness or injury) over a period of not less
than [thirty (30)] days after a demand for substantial performance
is delivered to the Optionee by the Chairman of the Board the chair
of the Audit Committee, which demand identifies the manner in which
it is believed that the Optionee has not substantially performed
the services expected of the Optionee;
(B) the willful misconduct of
the Optionee that is materially and demonstrably injurious to the
Company; provided that no act or failure to act on the
Optionee’s part will be considered willful if done, or
omitted to be done, by the Optionee in good faith and with
reasonable belief that the action or omission was in the best
interest of the Company;
(C) the commission by or
indictment of the Optionee for a misdemeanor, which constitutes a
crime of moral turpitude and gives rise to material harm to the
Company; or
(D) the commission by or
indictment of the Optionee for a felony (including, without
limitation, any felony constituting a crime of moral
turpitude).
4. Exercise of the
Option . Except as otherwise provided herein, the Option
granted pursuant to this Agreement shall be exercisable as
follows:
(a) Exercise by the
Optionee. Only the Optionee receiving the Option (or, in the
event of the Optionee’s legal incapacity or incompetency, the
Optionee’s guardian or legal representative and in the case
of the Optionee’s death, the Optionee’s estate) may
exercise the Option.
(b) Option Term. Any
non-forfeited portion of the Option shall be exercisable until the
date it terminates. The Option shall no longer be exercisable and
shall terminate upon the earliest to occur of:
(i) the seven (7) year
anniversary of the Grant Date;
(ii) the date that is the one
(1) year anniversary of the day of termination of the
Optionee’s service with the Company on account of death or
disability (within the meaning of Section 22(e)(3) of the
Code);
(iii) the date that is ninety
(90) days after the day that the Optionee’s service on
the Board is terminated for any reason other than in the event the
Optionee is removed from service for Cause (as defined in 3(c)(ii)
above); or
(iv) the morning of the day
that the Optionee is removed from service for Cause (as defined in
3(c)(ii) above).
(c) Method of Exercise of
Option. The Optionee (or the Optionee’s representative)
may exercise the Option in whole or in part, at any time to the
extent it is then exercisable, by giving written notice to the
Company, which notice shall include the number of shares of Stock
for which it is being exercised and the form of payment. The
Optionee may
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exercise the Option by making payment of
the aggregate Option Price for the portion of the Option being
exercised, and of any associated withholding tax obligations, in
any of the following manners: (a) in cash (including by wire
transfer or by a personal check backed by sufficient funds);
(b) by surrendering and attesting to ownership of vested and
nonforfeitable securities of the class then subject to the option
with an aggregate Fair Market Value on the date of exercise equal
to total amount owed; (c) by electing to receive securities of
the class then subject to the option having a Fair Market Value, as
of the date of exercise, equal to the excess, if any, of
(i) the Fair Market Value on the date of exercise of the
securities subject to your exercise over (ii) the sum of the
aggregate Option Price, and the applicable tax withholding amounts,
for such exercise; (d) in any other manner previously approved
by the Board or the Committee; or (e) through any combination
of the foregoing
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