PHARMERICA CORPORATION SUMMARY OF 2008 SHORT-TERM INCENTIVE PROGRAM
Exhibit 10.43
PHARMERICA CORPORATION
SUMMARY OF 2008 SHORT-TERM INCENTIVE PROGRAM
On March 10, 2008, the Compensation Committee adopted a 2008 short-term incentive program (the STIP) under the PharMerica Corporation 2007 Omnibus Incentive Plan (the Omnibus Plan). The STIP provides for performance-based annual cash awards to the Corporations Chief Executive Officer, executive officers, and certain other officers and employees of the Corporation. The STIP advances the Corporations commitment to performance-based compensation practices by providing participants an opportunity to earn annual cash bonuses upon achievement of certain pre-established short-term performance objectives.
Eligibility. STIP cash awards will be granted to certain senior officers of the Corporation. The Committee may grant STIP cash awards to other employees in their discretion.
Performance Cycle. The STIP performance cycle is for the current year, beginning on January 1, 2008 and ending on December 31, 2008.
Award Targets. The amount of the awards under the STIP are based on individual participant bonus targets. Individual participant bonus targets will be established by the Compensation Committee for each participant based upon the Compensation Committees determination of the appropriate bonus target amounts which will enable the Corporation to remain competitive and retain and recruit top employees. Individual participant bonus targets will range from 5% to 100% of base salary, with targets for the Corporations executive officers between 35% and 100% of base salary.
The Compensation Committee established the bonus targets under the STIP for the Corporations principal executive officer, principal financial officer and fiscal 2007 named executive officers as follows:
Executive | Title | Bonus Target | ||
Gregory S. Weishar | Chief Executive Officer | 100% of base salary | ||
Michael J. Culotta | Executive Vice President & Chief Financial Officer | 75% of base salary | ||
Janice Rutkowski | Senior Vice President & Chief Clinical Officer | 80% of base salary | ||
Robert McKay | Senior Vice President of Sales and Marketing | 50% of base salary | ||
Thomas Caneris | Senior Vice President & General Counsel | 50% of base salary |
The Compensation Committee delegated authority to the Corporations Chief Executive Officer to determine the bonus targets for all other employees within the target ranges approved by the Compensation Committee.
Performance Criteria. The performance criteria under the STIP is divided into a company performance-based component and group/individual performance-based component for different employees as set forth in the chart below.
Title | Company Performance | Individual/Group Performance | ||||
CEO and Executive VPs | 100 | % | 0 | % | ||
Senior VPs | 75 | % | 25 | % | ||
Vice Presidents and Directors | 50 | % | 50 | % | ||
All others | 25 | % | 75 | % |
Under the STIP, the company performance will be measured by comparing the Corporations annual earnings before interest, taxes, depreciation and amortization ( EBITDA ), to a target EBITDA for the entire 2008 fiscal year. Group/individual performance will be measured by comparing certain group/individual performance metrics to target group/individual performance metrics, to be determined by the Corporations Chief Executive Officer.
Award Payouts. Award payout levels are based on the percentage of the performance target achieved. Generally, the percentage of the award earned at the end of the performance cycle shall be determined according to the following schedule; however the actual award payout will be interpolated between the percentages set forth in the chart based on actual results:
Performance Achievement | Payout Level | |
< 90% of Performance Target | 0% of Award Target | |
90% of Performance Target | 50% of Award Target | |
100% of Performance Target | 100% of Award Target | |
110% of Performance Target | 125% of Award Target | |
120% of Performance Target | 175% of Award Target | |
> 120% of Performance Target | 175% of Award Target |
Payment of Awards. Payment of STIP awards will be made in cash. Awards will be paid on a specific date by which the Compensation Committee reasonably expects that the Corporations EBITDA for the year on which the award was based will have been reported. The Corporation will make the payment of the STIP awards to participants as soon as administratively practicable following the date of the award determination, but no later than March 15, 2009.
Vesting and Forfeiture. STIP participants must remain continuously employed by the Corporation until the date designated for a payout of an STIP award. Exceptions may be provided for termination of employment by reason of death, disability, retirement and change in control.
Other Terms & Provisions. STIP participants are not permitted to transfer STIP 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 STIP 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 STIP awards as it deems necessary to ensure that the STIP awards satisfy all requirements for performance-based compensation within the meaning of Section 162(m)(4)(c) of the Internal Revenue Code.