|
Exhibit
10.1
PHARMERICA
CORPORATION
Restricted Stock
Agreement
This Restricted Stock
Agreement (the “Agreement”), effective as of August
, 2007 (the “Date of
Grant”), is entered into by and between PharMerica
Corporation, a Delaware corporation (the “Company”),
and Gregory Weishar (the “Recipient”), an individual
providing services as Chief Executive Officer of the
Company.
WHEREAS , on
January 14, 2007, the Company and the Recipient entered into a
letter agreement outlining the terms of the Recipient’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 Recipient shares of restricted stock representing .75% of the
total Fair Market Value of the Company’s common stock
(“Stock”) outstanding immediately after the Closing
(the “Award”);
WHEREAS , in
accordance therewith, the 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. Award of Restricted Stock.
Subject to the terms and conditions provided in this Agreement and
the Plan, the Company hereby grants to the Recipient [
] shares of Stock (the “Restricted Stock”). The extent
to which the Restricted Stock become vested and non-forfeitable
shall be determined in accordance with the provisions of
Section 2 of this Agreement.
The Recipient’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 Award, and
the receipt of the Restricted Stock will not in any way restrict
the right of the Company to remove the Recipient at any time from
such position.
2. Vesting and Exercise of
Option. Except as otherwise provided herein, the Restricted
Stock awarded to the Recipient pursuant to this Agreement shall
vest and no be longer subject to any restrictions as
follows:
(a) Vesting. Subject
to Section 2(b) below and the Recipient’s continued
employment with the Company, the Recipient shall become vested in
the Restricted Stock in accordance with the following
schedule:
|
|
|
|
|
|
Vesting
Date
|
|
Total Number of Shares of
Restricted
Stock
Vested
|
|
Total Percentage of Award
Vested
|
|
January 1, 2008
|
|
[
] |
|
25% |
|
|
|
|
December 31, 2008
|
|
[
] |
|
50% |
|
|
|
|
December 31, 2009
|
|
[
] |
|
75% |
|
|
|
|
December 31, 2010
|
|
[
] |
|
100% |
(b) Acceleration of
Vesting of Award.
(i) If the
Recipient’s employment is terminated by the Company without
Cause or the Recipient resigns from employment with Good Reason
prior to the end of the Term of the Letter Agreement, the Award
shall become vested (to the extent the Award is not vested at the
Termination Date) to the extent that it would have become vested on
or before the third anniversary of the Recipient’s
Termination Date had the Recipient’s employment continued
through such third anniversary.
(ii) In the event of
the Recipient’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 Award shall become vested (to
the extent the Award 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 Recipient remained
employed by the Company through such second anniversary.
(iii) In the event of
the Recipient’s termination of employment by reason of an
expiration of the Term due to the Recipient’s delivery of
written notice of non-renewal, or a termination of the
Recipient’s employment due to the Recipient’s death or
disability, the Award shall become vested (to the extent the Award
is not vested at the Termination Date) to the extent that it would
have become vested on or before the first anniversary of such
Termination Date had the Recipient remained employed by the Company
through such first anniversary.
(iv) If a Change in
Control occurs, the Award shall become fully vested upon the
effective date of the Change in Control.
3. Dividend Rights. The Recipient
shall have a right to receive cash dividends, to the extent cash
dividends are declared by the Board of Directors, which are paid
with respect to his Restricted Stock after the Date of
Grant.
4. Rights as a Shareholder.
[Except as
| 
