OMNICARE, INC. SENIOR EXECUTIVE CHANGE IN CONTROL PLAN

This Senior Executive Change in Control Plan is effective as of May 22, 2013.

Omnicare, Inc. (the “Company”) has adopted the Omnicare, Inc. Senior Executive Change in Control Plan (the “Plan”) to provide certain executives with the financial security to allow them to focus on the growth of the Company's business during a critical transition period. Executives must make important decisions that affect the livelihood of many employees and the overall performance of the Company. Moreover, in the event of a change-in-control, it is critical to the ongoing success of the Company to retain key leaders to ensure an effective transition. In order to free these executives to make decisions in a thoughtful and strategic manner, regardless of the personal consequences, the Company has provided them with this additional level of security. The Company further believes that the Plan will aid the Company in attracting and retaining highly qualified executives who are essential to its success.

Any decisions or determinations required to be made under the Plan shall be made by the Compensation Committee of the Company's Board of Directors (the “Committee”) or one or more executives of the Company to which authority is delegated by the Committee. The decisions and determinations of the Committee (and any executive to whom authority has been delegated) relating to the Plan are final and binding on all persons.

Participation in the Plan is limited to the most senior executives of the Company and its subsidiaries as selected by the Committee (upon recommendation of the Company's Chief Executive Officer) or as selected by the Company's Chief Executive Officer if such authority is so delegated by the Committee. Notwithstanding anything contained herein, employees of the Company and its subsidiaries are not eligible to participate in the Plan and are excluded from coverage under the Plan if they are a party to an individual arrangement or a written employment agreement or other change-in-control payment policy or arrangement with the Company or any of its subsidiaries containing a change-in-control provision unless the Participant waives any rights to such change-in-control provisions in a manner deemed appropriate by the Committee. Any Qualifying Change-in-Control Termination that also qualifies for benefits under the Omnicare, Inc. Senior Executive Severance or the Omnicare Inc. Executive Severance Plan shall only receive benefits under this Plan and not under such severance plan.

Participation in the plan is limited to senior executives in one of the following two tiers:

Tier 1 - Executive Officers of the Company, as confirmed by the Compensation Committee and the full Board of Directors on an annual basis.

Tier 2 - Senior executives who are not Executive Officers, but whose ongoing employment would be critical in a transition should a Change-in-Control occur. Such executive must be selected as described above under “Participation”.

In order to be eligible for payments under this plan, a Participant must:

For purposes of this Plan, a “Qualifying Change-in-Control Termination” shall be defined as:

in each the case, which occurs during a Change-in-Control Termination Period (as defined below).

Notwithstanding any provision of the Plan to the contrary, the following events shall not constitute a “Qualifying Change-in-Control Termination” for purposes of the Plan:

employment by the acquirer of such assets, provided such employment would not constitute Good Reason for voluntary termination if the employing entity did not change; or

“Change-in-Control Termination Period” means the 24 month period following a Qualified Chang-in-Control Termination.

In the event that a Participant has a Qualifying Change-in-Control Termination, he or she will receive the following benefits:

All payments for a Qualifying Change-in-Control Termination shall be paid after the satisfaction of the provisions of the Eligibility for Payments as stated above, including executing a Release. In the event that the Release is not executed and non-revocable prior to the Release Date, the all other benefits under the Plan will be forfeited (other than the Accrued Obligations or any other provision required by law).

All Change-in-Control payments, as described above, shall be paid in a lump-sum within thirty (30) days of the satisfaction of the provisions of the Eligibility for Payments listed above, including executing a Release. The prorated bonus payout described in paragraphs (d.) above shall be paid at the same time that such regular bonuses are paid to other executives, but in all events such payment will be made in the calendar year following the year of the Qualifying Change-in-Control Termination. In the event that the Release is not executed and non-revocable prior to the Release Date, all benefits under the Plan will be forfeited (other than the Accrued Obligations or any other provision required by law).

Payment of the Change-in-Control benefits may also be subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) discussed below.

Notwithstanding the other provisions of this Plan, in the event that any Change-in-Control or other benefits otherwise payable to the Participant (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this paragraph, would be subject to the excise tax imposed by Section 4999 of the Code, then any other benefits shall be either (x) delivered in full, or (y) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state and local excise taxes), results in the receipt by the Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Participant otherwise agree in writing, any determination required under this paragraph will be made by the Company and its advisors. Any reduction in payments and/or benefits required by this provision shall occur in the following order: (1) reduction of Change-in-Control payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to the Participant. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for the Participant's equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.

Any rights a Participant may have with respect to pension benefits, long-term performance awards, stock options, restricted stock and restricted stock units, deferred compensation, bonus payments or other employee or fringe benefits will be determined in accordance with the applicable Company plans, programs and/or policies.

If a Participant is rehired by the Company or any of its subsidiaries, any unpaid Change-in-Control benefits or payments will be forfeited. If a Participant is a terminated employee who is subsequently reinstated to employee status back to the date he or she was terminated (including reinstatement as the result of an appeal of a claim for disability benefits), any Change-in-Control payment made to a Participant must be repaid to the Company.

Any agreement that a Participant has entered into with the Company or a subsidiary that provides for nondisclosure of information, noncompetition with the Company or its subsidiaries and/or non-solicitation of the Company's and its subsidiaries' current or prospective clients, customers or employees (each, a “Restrictive Covenant Agreement”) shall remain in full force and effect following a Qualifying Termination, and Participant agrees to abide by the terms of any such agreement. The Company reserves all rights to enforce the provisions of any Restrictive Covenant Agreement. In the event that a Participant breaches any Restrictive Covenant Agreement, any unpaid benefits under the Plan will be forfeited (other than the Accrued Obligations or any other provision required by law).

time such arbitration is conducted. Judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section shall affect or limit in any way the Company's right to resort to a court for injunctive, equitable, or other relief for breach or threatened breach of Participant's obligation to the Company or otherwise relating to enforcement of any Restrictive Covenant Agreement or otherwise related to unfair competition or restrictive covenants.

in-kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) the Participant's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Participant's remaining lifetime (or if longer, through the sixth (6th) anniversary of the commencement date of such obligations).

The Company reserves the right to modify or terminate this Plan with respect to one or more Participants (or all Participants) at its sole discretion at any time. However, any such modification or termination will not impact Participants who have already had a Qualifying Change-in-Control Termination as of the date of the modification or termination. In addition, any Participant impacted by any such modification or termination will be notified by the Company thirty (30) days prior to implementation of such modification or termination. Following a Change in Control (as defined below), the Plan may not be terminated or adversely amended with respect to anyone who is a Participant on the date of the Change in Control without the consent of such Participant.

For purposes of this Plan, the following definitions will be used:

or misconduct in discharging such duties;

In no event shall a Participant be considered to have been terminated for “Cause” unless the Company delivers a written notice of termination to the Participant identifying in reasonable detail the acts or omissions constituting “Cause” and the provision of this Plan relied upon. In the case where such acts or omissions are not capable of cure, the Participant's termination will take effect upon his or her receipt of such notice. In the case where such acts or omissions are capable of cure, the Participant's termination will take effect fifteen (15) days following his or her receipt of such notice if such acts or omissions are not cured by the Participant by such date, provided the Company may suspend the Participant's employment or place him or her on leave of absence pending such cure. For the avoidance of doubt, mere failure of the Company to achieve earnings goals shall not constitute “Cause.”

To qualify for the other benefits under the Plan upon voluntary termination for Good Reason, a Participant must notify the Company in writing of termination for Good Reason specifying the event constituting Good Reason within thirty (30) calendar days of the Participant being notified of the event. Failure for any reason to give written notice of termination of employment for Good Reason shall be deemed a waiver of the right to voluntarily terminate employment and claim Good Reason under this Plan in relation to such event. The Company shall have a period of thirty (30) days in which to cure the Good Reason. If the Good Reason is cured within this period, a

Participant will not be entitled to voluntarily terminate for Good Reason with respect to the event that has been cured.

PARTICIPANT ACKNOWLEDGEMENT AND ACCEPTANCE OF THE RULES, RESTRICTIONS, TERMS AND CONDITIONS OF THE OMNICARE, INC. SENIOR SEVERANCE & CHANGE IN CONTROL PLAN

I acknowledge that I have received this official plan document for the Omnicare, Inc. Senior Executive Change-in-Control Plan (the “Plan”), and confirm that I have read and understand the terms of the Plan. Furthermore, I agree that any Change-in-Control compensation I may be due will be paid under the rules, restrictions, terms and conditions as stated above. I also acknowledge that (i) I am still bound by Restrictive Covenant Agreements (as defined in the Plan) previously entered in between myself and Omnicare, Inc. or one of its subsidiaries or (ii) I have concurrently herewith entered into a restrictive covenant agreement in a form approved by the Company.

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