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PHARMERICA CORPORATION Stock Option Agreement

Option Agreement

PHARMERICA CORPORATION Stock Option Agreement | Document Parties: AmericsourceBergen Corporation | Kindred Healthcare, Inc | PharMerica Corporation You are currently viewing:
This Option Agreement involves

AmericsourceBergen Corporation | Kindred Healthcare, Inc | PharMerica Corporation

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Title: PHARMERICA CORPORATION Stock Option Agreement
Governing Law: Delaware     Date: 8/13/2007

PHARMERICA CORPORATION Stock Option Agreement, Parties: americsourcebergen corporation , kindred healthcare  inc , pharmerica corporation
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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.

 

Vesting Date

 

Total Number of Options Vested

 

Total Percentage of Option Vested

January 1, 2008

  [                      ]   25%

December 31, 2008

  [                      ]   50%

December 31, 2009

  [                      ]   75%

December 31, 2010

  [                      ]   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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