PharMerica Corporation Non-Employee Director Compensation Plan Summary
PharMerica Corporation's Non-Employee Director Compensation Plan outlines the pay and benefits for its non-employee board members. Directors receive an annual retainer of $35,000, with additional payments for serving as chairman or committee chairs. They are also paid fees for attending board and committee meetings. New directors receive a one-time stock option grant, and all non-employee directors get annual restricted stock awards, both vesting over three years. Directors Paul J. Diaz and R. David Yost have declined compensation for their board service.
Exhibit 10.39
PHARMERICA CORPORATION
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
Annual Retainer: Each non-employee director will receive an annual retainer of $35,000.
Chairman Retainer: The non-employee chairman of the Board will receive an additional annual retainer of $15,000 per year.
Committee Chair Retainer: The chairman of the Nominating and Governance Committee will receive an additional annual retainer of $5,000. The chairman of the Compensation Committee will receive an additional annual retainer of $5,000. The chairman of the Audit Committee receive an additional annual retainer of $10,000.
Board Meeting Fee: Non-employee directors will receive $2,000 for each meeting of the board attended.
Committee Meeting Fee: Non-employee committee members will receive $1,500 for each committee meeting attended.
Initial Stock Option Grant: Upon joining the board of directors, each non-employee director will receive a one-time award of stock options valued at $120,000. Such stock options will vest in three equal annual installments.
Annual Restricted Stock Grant: Each non-employee director will receive an annual award of restricted stock valued at $80,000. Such restricted stock will vest in three equal annual installments.
Exceptions: Directors Paul J. Diaz and R. David Yost agreed not to receive any compensation for their board service.
