EXHIBIT 10.37
[Omnicare, Inc. Letterhead]
December 22, 2008
Dear David:
As you may know, Section 409A of
the Internal Revenue Code (“Section 409A”) imposes new
requirements on a wide range of nonqualified deferred compensation
arrangements. Section 409A defines nonqualified deferred
compensation arrangements broadly to include bonus arrangements and
other compensatory arrangements, including certain split dollar
life insurance arrangements. Failure to comply with Section 409A
may result in severe penalties for you under the tax law.
The purpose of this letter is to
amend your split dollar agreement with Omnicare, Inc. (the
“Split Dollar Agreement”) to include provisions
intended to comply with Section 409A. Effective as of the date
above, the Split Dollar Agreement is hereby amended to provide as
follows:
(a)
Section 4.1 of the Split Dollar Agreement is hereby deleted and
replaced with the following:
“4.1 Subject to Section 9, on or before
the due date of each annual premium on the Policy (but not more
than sixty (60) days before such date and in all events within the
same calendar year in which the due date occurs), the Corporation
will pay to Phoenix Home Life Mutual Insurance Company an amount
equal to the greater of 80 percent of such annual premium or the
annual premium less the economic benefit cost received by the
Employee (as measured by the Phoenix Home Life term insurance
rates) for the portion of the insurance which the beneficiary or
beneficiaries named by the Employee or the Employee’s
transferee would be entitled to receive if the Employee died during
the policy year for which the annual premium is paid.”
(b)
The first sentence of Section 4.2 of the Split Dollar Agreement is
hereby deleted and replaced with the following sentence:
“Subject to Section 9, on or before the
due date of each annual premium of the Policy (but not more than
sixty (60) days before such date and in all events within the same
calendar year in which the due date occurs), the Corporation will
pay to Phoenix Home Life Mutual Insurance Company, on behalf of the
Employee,
