PHARMERICA CORPORATION SUMMARY OF 2009 LONG-TERM INCENTIVE PLAN

EX-10.50 2 dex1050.htm SUMMARY OF 2009 LONG-TERM INCENTIVE PROGRAM Summary of 2009 Long-Term Incentive Program

Exhibit 10.50

PHARMERICA CORPORATION

SUMMARY OF 2009 LONG-TERM INCENTIVE PLAN

On March 3, 2009, the Compensation Committee of the Board of Directors of PharMerica Corporation (the “Corporation”) adopted the 2009 Long-Term Incentive Program (the “LTIP”) under the PharMerica Corporation 2007 Omnibus Plan, as amended (the “Omnibus Plan”), to provide stock options, performance share unit awards, and performance-based cash awards to the Corporation’s executives and certain other officers and employees based on pre-established performance objectives and goals. The LTIP advances the Corporation’s commitment to performance-based compensation practices by providing participants an opportunity to earn equity-based and cash 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.

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, 2009 and ends on December 31, 2011.

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 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 2008 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

Robert McKay

  Senior Vice President of Sales and Marketing   130% of base salary

Thomas Caneris

  Senior Vice President, General Counsel and Secretary   140% of base salary

Anthony Hernandez

  Senior Vice President of Human Resources   100% of base salary

In general, the Compensation Committee, or the Chief Executive Officer, as applicable has the authority to make such combination of cash awards, stock options and performance share units as deemed appropriate. The Compensation Committee granted the 2009 LTIP awards for the fiscal 2008 named executive officers in the following amounts as a percentage of the bonus target: 50% non performance-based stock options and 50% performance share units.

On March 3, 2009, the Compensation Committee awarded non performance-based stock options under the LTIP for the Corporation’s principal executive officer, principal financial officer and fiscal 2008 named executive officers as follows:

 

Executive

  

Title

  

Stock Options (50% of Bonus Target)

Gregory S. Weishar

   Chief Executive Officer    166,664

Michael J. Culotta

   Executive Vice President & Chief Financial Officer    83,615

Robert McKay

   Senior Vice President of Sales and Marketing    37,912

Thomas Caneris

   Senior Vice President, General Counsel and Secretary    40,791

Anthony Hernandez

   Senior Vice President of Human Resources    23,652

The Compensation Committee delegated authority to the Chief Executive Officer to determine the bonus targets for other employees within the target ranges approved by the Compensation Committee.

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 adjusted EBITDA at the end of the performance cycle to a target end-of-performance cycle adjusted EBITDA set by the 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 an adjusted return on invested capital (“ROIC”).

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 the performance target 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

< 75% of Performance Target

       0% of Award Target

75% of Performance Target

     50% of Award Target

90% of Performance Target

     80% 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

Award Agreements. Awards of stock options, performance share units and long-term cash awards are made under the LTIP pursuant to award agreements with each recipient. The forms of Non-Qualified Stock Option Agreement, Performance Share Award Agreement and Long-Term Cash Award Agreement are filed, respectively, as Exhibits 10.44, 10.26 and 10.27 to the Corporation’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2008, June 30, 2007 and June 30, 2007, respectively, and are incorporated herein by reference. The form of Performance Share Award Agreement for the Chief Executive Officer and the Executive Vice Presidents, including the adjusted EBITDA and ROIC performance targets, is filed as Exhibit 10.49 to the Corporation’s Current Report on Form 8-K filed with the SEC on March 9, 2009, and is incorporated herein by reference.

Payment of Awards. Equity-based and cash awards will be paid 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 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, 2012.

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 and receive a certain minimum score on their general performance appraisals for the LTIP period. 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 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.