PHARMERICA CORPORATION SUMMARY OF 2008 LONG-TERM INCENTIVE PROGRAM

EX-10.42 2 dex1042.htm SUMMARY OF 2008 LONG TERM INCENTIVE PROGRAM Summary of 2008 Long Term Incentive Program

Exhibit 10.42

PHARMERICA CORPORATION

SUMMARY OF 2008 LONG-TERM INCENTIVE PROGRAM

On March 10, 2008, the Compensation Committee adopted a 2008 long-term incentive program (the “LTIP”) under the PharMerica Corporation 2007 Omnibus Incentive Plan (the “Omnibus Plan”). The LTIP provides for performance-based annual cash awards, performance share units and non-qualified stock options to the Corporation’s Chief Executive Officer, executive officers, and certain other officers and employees of the Corporation. The LTIP advances the Corporation’s commitment to performance-based compensation practices by providing participants an opportunity to earn annual compensation upon achievement of certain pre-established long-term performance objectives. The LTIP also is designed to drive consistent growth of the Corporation over a multiple-year performance period.

Eligibility. The chief executive officer, the other executive officers and all employees in grades J through N are eligible to receive awards under the LTIP.

Performance Cycle. LTIP performance cycle begins on January 1, 2008 and ends on December 31, 2010.

Award Targets. The amount of the awards under the LTIP are based on individual participant bonus targets and company performance criteria. Individual participant bonus targets will be established by the Compensation Committee for each participant based upon the Compensation Committee’s determination of the appropriate bonus target amounts which will enable the Corporation to remain competitive and retain and recruit top employees.

The Compensation Committee established the bonus targets under the LTIP for the Corporation’s principal executive officer, principal financial officer and fiscal 2007 named executive officers as follows:

 

Executive

  

Title

   Bonus Target

Gregory S. Weishar

   Chief Executive Officer    200% of base salary

Michael J. Culotta

   Executive Vice President & Chief Financial Officer    175% of base salary

Janice Rutkowski

   Senior Vice President & Chief Clinical Officer    125% of base salary

Robert McKay

   Senior Vice President of Sales and Marketing    100% of base salary

Thomas Caneris

   Senior Vice President & General Counsel    140% of base salary

The LTIP awards are granted in the following amounts as a percentage of the bonus target: 50% non performance-based stock options, 25% performance share units and 25% performance-based cash awards.

On March 10, 2008, the Compensation Committee awarded non performance-based stock options under the LTIP for the Corporation’s principal executive officer, principal financial officer and fiscal 2007 named executive officers as follows:

 

Executive

  

Title

   Stock Options
(50% of Bonus Target)

Gregory S. Weishar

   Chief Executive Officer    85,500

Michael J. Culotta

   Executive Vice President & Chief Financial Officer    43,300

Janice Rutkowski

   Senior Vice President & Chief Clinical Officer    19,500

Robert McKay

   Senior Vice President of Sales and Marketing    19,800

Thomas Caneris

   Senior Vice President & General Counsel    21,400

The Compensation Committee delegated authority to the Corporation’s Chief Executive Officer to determine the bonus targets for all other employees within the target ranges approved by the Compensation Committee. The Corporation’s Chief Executive Officer has the authority to make such combination of cash awards, stock options and performance share units as he deems appropriate under the circumstances, subject to certain limitations.

Performance Criteria. The LTIP performance criteria are tied to company performance. Company performance will be measured for purposes of the LTIP by comparing the Corporation’s EBITDA at the end of the performance cycle to a target end-of-performance cycle EBITDA set by the Committee.


Award Payouts. Award payouts are based on the percentage of the performance target achieved. Generally, the percentage of the award earned at the end of the performance cycle based on EBITDA shall be determined according to the following schedule; however the actual LTIP award payout will be interpolated between the percentages set forth in the chart based on actual results:

 

Performance Level

  

Payout Level

< 80% of Performance Target

   0% of Award Target

80% of Performance Target

   50% of Award Target

90% of Performance Target

   75% of Award Target

100% of Performance Target

   100% of Award Target

110% of Performance Target

   140% of Award Target

120% of Performance Target

   180% of Award Target

125% of Performance Target

   200% of Award Target

> 125% of Performance Target

   200% of Award Target

Payment of Awards. Stock and cash awards will be paid on a specific date by which the Compensation Committee reasonably expects that the Corporation’s EBITDA for the performance cycle on which the award was based will have been reported. The Corporation will make the payment of the LTIP awards to participants as soon as administratively practicable following the date of the award determination, but no later than March 15, 2011.

Vesting and Forfeiture. Recipients of LTIP awards generally must remain continuously employed by the Corporation until the date designated for payout under the applicable award agreement. Exceptions may be provided for termination of employment by reason of death, disability, retirement and change in control.

Other Terms & Provisions. Participants are not permitted to transfer LTIP awards, except by will or the laws of descent and distribution. The Corporation shall be entitled to withhold from any payments of awards under the LTIP or the Omnibus Plan any and all amounts required to be withheld for federal, state and local withholding taxes. The Committee shall have the discretion to change terms and conditions of LTIP awards as it deems necessary to ensure that the LTIP awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(c) of the Internal Revenue Code.