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Exhibit
10.2
PHARMERICA
CORPORATION
Stock Option
Agreement
This Stock Option Agreement
(the “Agreement”), effective as of August
, 2007 (the “Grant
Date”), is entered into by and between PharMerica
Corporation, a Delaware corporation (the “Company”),
and Gregory Weishar (the “Optionee”), an individual
providing services as Chief Executive Officer of the
Company.
WHEREAS , on
January 14, 2007, the Company and the Optionee entered into a
letter agreement outlining the terms of the Optionee’s
employment with the Company (the “Letter
Agreement”);
WHEREAS , the Letter
Agreement provides, in part, that following the closing of the
transaction contemplated by the Master Transaction Agreement, dated
October 25, 2006, and signed by and between AmericsourceBergen
Corporation and Kindred Healthcare, Inc. (together with the other
parties named in such Master Transaction Agreement) (the
“Closing”), the Company will grant to the Optionee a
nonqualified stock option (the “Option”) to purchase
shares of the Company’s common stock (“Stock”)
representing 1.0% of the Fair Market Value of the shares of the
Company’s Stock outstanding immediately after the Closing at
an exercise price equal to the closing price per share of Stock on
the Grant Date;
WHEREAS , in
connection therewith, this Option award is made pursuant to the
PharMerica Corporation 2007 Omnibus Incentive Plan (the
“Plan”); and
WHEREAS , all
capitalized terms not defined herein shall first have the meaning
as set forth in the Letter Agreement, and if not so defined
therein, then in the Plan.
NOW, THEREFORE , in
consideration of the mutual promises and covenants contained
herein:
1. Grant of Option. Subject to
the terms and conditions provided in this Agreement and the Plan,
the Company hereby grants to the Optionee the right (the
“Option”) to purchase from the Company [
] shares of the Company’s 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 Optionee’s right, if any, to
continue to serve the Company as Chief Executive Officer will not
be enlarged or otherwise affected by the receipt of this Option,
and the receipt of this Option will not in any way restrict the
right of the Company to remove the Optionee at any time from such
position.
2. Price. The purchase price for
the shares of Stock subject to the Option granted pursuant to this
Agreement is $
per share
(the “Exercise Price”), which is equal to the Fair
Market Value of a share of the Company’s Stock on the Grant
Date.
3. Vesting and Exercise of
Option. Except as otherwise provided herein, the Option granted
pursuant to this Agreement shall vest and be exercisable as
follows:
(a) Vesting of Option.
Subject to Section 2(b) below, if the Optionee remains
continuously employed with the Company, the Optionee shall become
vested in the Option in accordance with the schedule
below.
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Vesting
Date
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Total
Number of Options Vested
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Total
Percentage of Option Vested
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January 1, 2008
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[
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25% |
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December 31, 2008
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[
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50% |
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December 31, 2009
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[
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75% |
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December 31, 2010
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[
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100% |
Once vested, the Optionee may exercise
the Option, in whole or in part, at any time and from time to time,
prior to the earlier of the date that the Option terminates as set
forth in Section 3(d) below or the date that the Option ceases
to be exercisable as set forth in Section 2(b)
below.
(b) Acceleration of
Vesting of Option and Exercise Periods.
(i) If the
Optionee’s employment is terminated by the Company without
Cause or the Optionee resigns from employment with Good Reason
prior to the end of the Term of the Letter Agreement, the Option
shall become vested (to the extent the Option is not vested at the
Termination Date) to the extent that it would have become vested on
or before the third anniversary of the Optionee’s Termination
Date had the Optionee’s employment continued through such
third anniversary. In such case, the vested portion of the Option
shall be and remain fully exercisable only until the earliest of a
Change in Control upon which all other compensatory stock options
cease to be exercisable, the second anniversary of the
Optionee’s Termination Date and August
, 2017.
(ii) In the event of
the Optionee’s termination of employment by reason of an
expiration of the Term due to the Company’s delivery of
written notice of non-renewal, the Option shall become vested (to
the extent the Option is not vested at the Termination Date) to the
extent that it would have become vested on or before the second
anniversary of such Termination Date had the Optionee remained
employed by the Company through such second anniversary. In such
case, the vested portion of the Option shall be and remain fully
exercisable only until the earliest of a Change in Control upon
which all other compensatory stock options cease to be exercisable,
the second anniversary of the Optionee’s Termination Date and
August , 2017.
(iii) In the event of
the Optionee’s termination of employment by reason of an
expiration of the Term due to the Optionee’s delivery of
written notice of non-renewal, or a termination of the
Optionee’s employment due to the Optionee’s death or
disability, the Option shall become vested (to the extent the
Option is not vested at the Termination Date) to the extent that it
would have
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become vested on or before the first
anniversary of such Termination Date had the Optionee remained
employed by the Company through such first anniversary. In such
case, the vested portion of the Option shall be and remain fully
exercisable only until the earliest of a Change in Control upon
which all other compensatory stock options cease to be exercisable,
the first anniversary of the Optionee’s Termination Date and
August , 2017.
(iv) If there is a
Change in Control, the Option shall become fully vested and
exercisable on or before the date of such Change in Control. In
accordance with the Letter Agreement, the Company shall give the
Optionee at least 30 days’ notice (or, if not
practicable, such shorter notice as may be reasonably practicable)
prior to the anticipated date of the consummation of any Change in
Control pursuant to which holders of securities of any class then
subject to the Option receive cash, securities, or other property
in respect of such securities in connection with the Change in
Control transaction. Upon receipt of such notice and for the period
through the consummation of the Change in Control (or such shorter
period as the Board, or the Committee, shall reasonably determine
and notify to the Optionee), the Optionee shall be permitted to
exercise the Option with respect to all securities then remaining
subject to it in a fashion, and at a time, that allows the Optionee
to participate in the Change in Control transaction. Upon the close
of such exercise period, if, in connection with the Change in
Control transaction, all other compensatory stock options granted
by the Company cease to be exercisable, the Option will expire.
Notwithstanding the foregoing, if the Change in Control is not
consummated and the Optionee has exercised the Option pursuant to
this Section 3(b)(iv), the Option shall be deemed not to have
been exercised, and shall be exercisable thereafter to the extent
it would have been exercisable if no such notice had been
given.
(c) Exercise by the
Optionee. Only the Optionee receiving the Option (or, in the
event of t
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