PHARMERICA CORPORATION SUMMARY OF 2011 LONG-TERM INCENTIVE PROGRAM
Exhibit 10.44
PHARMERICA CORPORATION
SUMMARY OF
2011 LONG-TERM INCENTIVE PROGRAM
2011 Long-Term Incentive Program
On March 25, 2011, the Board of Directors of PharMerica Corporation (the Corporation), upon recommendation of the Compensation Committee, adopted the 2011 Long-Term Incentive Program (the LTIP) under the PharMerica Corporation 2007 Omnibus Incentive Plan, as amended (the Omnibus Plan), to provide non-qualified stock options, restricted stock units, and performance share unit awards to the Corporations executives and certain other officers and employees based on pre-established performance objectives and goals. The LTIP advances the Corporations commitment to performance-based compensation practices by providing participants an opportunity to earn equity-based awards upon the 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.
Performance Cycle. LTIP performance cycle begins on January 1, 2011 and ends on December 31, 2013.
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 are established by the Compensation Committee for each participant based upon the Compensation Committees determination of the appropriate bonus target amounts that 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 Corporations principal executive officer, principal financial officer, and other fiscal 2010 Named Executive Officers as follows:
Executive | Title | Bonus Target | ||
Gregory S. Weishar | Chief Executive Officer | 250% of base salary | ||
Michael J. Culotta | Executive Vice President & Chief Financial Officer | 175% of base salary | ||
William Monast | Executive Vice President of Sales and Client Management | 160% of base salary | ||
Robert McKay | Senior Vice President of Purchasing and Trade Relations | 130% of base salary | ||
Thomas Caneris | Senior Vice President, General Counsel and Secretary | 140% of base salary |
The Compensation Committee established the 2011 LTIP awards for the fiscal 2010 Named Executive Officers in the following amounts as a percentage of the bonus target: 35% stock options, 35% restricted stock units, and 30% performance share units.
On March 25, 2011, the Board of Directors, upon recommendation of the Compensation Committee, awarded stock options under the LTIP for the Corporations principal executive officer, principal financial officer, and other fiscal 2010 Named Executive Officers as follows:
Executive | Title | Stock Options (35% of Bonus Target) | ||||
Gregory S. Weishar | Chief Executive Officer | 182,801 | ||||
Michael J. Culotta | Executive Vice President & Chief Financial Officer | 72,178 | ||||
William Monast | Executive Vice President of Sales and Client Management | 55,141 | ||||
Robert McKay | Senior Vice President of Purchasing and Trade Relations | 32,729 | ||||
Thomas Caneris | Senior Vice President, General Counsel and Secretary | 38,352 |
On March 25, 2011, the Board of Directors, upon recommendation of the Compensation Committee, awarded restricted stock units under the LTIP for the Corporations principal executive officer, principal financial officer, and other fiscal 2010 Named Executive Officers as follows:
Executive | Title | Restricted Stock Units (35% of Bonus Target) | ||||
Gregory S. Weishar | Chief Executive Officer | 60,540 | ||||
Michael J. Culotta | Executive Vice President & Chief Financial Officer | 23,904 | ||||
William Monast | Executive Vice President of Sales and Client Management | 18,262 | ||||
Robert McKay | Senior Vice President of Purchasing and Trade Relations | 10,839 | ||||
Thomas Caneris | Senior Vice President, General Counsel and Secretary | 12,701 |
Performance Criteria. The LTIP performance criteria are tied to company performance. Company performance will be measured for purposes of the LTIP by comparing the Corporations adjusted annual earnings before interest, taxes, integration, merger and acquisition related costs and other related charges, depreciation and amortization expense, impairment charges of intangibles, and other accounting principle changes (Adjusted EBITDA) at the end of the performance cycle to a target end-of-performance cycle Adjusted EBITDA set by the Compensation Committee and by comparing the Corporations adjusted diluted earnings per share (Adjusted Diluted EPS) at the end of the performance cycle to a target end-of-performance cycle Adjusted Diluted EPS set by the Compensation Committee. With respect to the Chief Executive Officer and Executive Vice Presidents the Adjusted EBITDA target accounts for 85% of their respective performance target and the remaining 15% is determined by achievement of a target measure of Adjusted Diluted EPS. For all other Named Executive Officers, a target Adjusted EBITDA amount accounts for 100% of the performance target.
Award Payouts. Award payouts for the performance share units 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 the performance target, excluding the Adjusted Diluted EPS component, 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 | |
< 82.0% of Performance Target | 0.0% of Award Target | |
82.0% of Performance Target | 30.0% of Award Target | |
90.0% of Performance Target | 61.1% of Award Target | |
100.0% of Performance Target | 100.0% of Award Target | |
110.0% of Performance Target | 137.5% of Award Target | |
120.0% of Performance Target | 175.0% of Award Target | |
> 120.0% of Performance Target | 175.0% of Award Target |
Generally, the percentage of the award earned at the end of the performance cycle based on the based on the percentage of the Adjusted Diluted EPS performance target achieved 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 | |
< 93.6% of Performance Target | 0.0% of Award Target | |
93.6% of Performance Target | 30.0% of Award Target | |
96.8% of Performance Target | 65.0% of Award Target | |
100.0% of Performance Target | 100.0% of Award Target | |
102.6% of Performance Target | 130.0% of Award Target | |
104.5% of Performance Target | 152.5% of Award Target | |
106.4% of Performance Target | 175.0% of Award Target | |
> 106.4% of Performance Target | 175.0% of Award Target |
Award Agreements. Awards of stock options, restricted stock units, and performance share units are made under the LTIP pursuant to award agreements with each recipient on the terms described herein.
Payment of Awards. Performance share unit awards will be distributed on a specific date by which the Compensation Committee reasonably expects it will be able to determine whether and the extent that the performance target applicable to such award was met. The Corporation will make the distribution of the performance share unit awards to participants as soon as administratively practicable following the date of the award determination, but no later than March 15, 2014.
Vesting and Forfeiture. Recipients of LTIP awards generally must remain continuously employed full-time by the Corporation until the date designated for payout under the applicable award agreement for the LTIP period. Exceptions may be provided for termination of employment by reason of death, disability, retirement and change in control. The stock options will vest in four equal annual installments beginning on first anniversary of grant date and have a 7-year maximum term. The restricted stock units will generally vest in three equal annual installments beginning on the first anniversary of the grant date.
Other Terms & Provisions. Participants are not permitted to transfer LTIP awards, except by will or the laws of descent and distribution. The Corporation is 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 Compensation Committee has 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. In addition to the above conditions, payment of any incentive award is contingent upon the participant executing a written agreement to protect company assets.