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EXCEL - IDEA: XBRL DOCUMENT - PharMerica CORPFinancial_Report.xls
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - PharMerica CORPd335783dex312.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 - PharMerica CORPd335783dex322.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - PharMerica CORPd335783dex311.htm
EX-10.38 - SUMMARY OF 2012 CEO SHORT-TERM INCENTIVE PROGRAM - PharMerica CORPd335783dex1038.htm
10-Q - FORM 10-Q - PharMerica CORPd335783d10q.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 - PharMerica CORPd335783dex321.htm

Exhibit 10.39

PHARMERICA CORPORATION

SUMMARY OF

2012 LONG-TERM INCENTIVE PROGRAM

2012 Long-Term Incentive Program

On January 18, 2012, the Board of Directors of PharMerica Corporation (the “Corporation”), upon recommendation of the Compensation Committee, adopted the 2012 Long-Term Incentive Program (the “LTIP”) under the PharMerica Corporation 2007 Omnibus Incentive Plan, as amended (the “Omnibus Plan”), to provide restricted stock units and performance share unit 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 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, 2012 and ends on December 31, 2014.

Award Targets. The amount of the awards under the LTIP are based on individual participant bonus targets and the Corporation’s 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 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 Corporation’s principal executive officer, principal financial officer, and other fiscal 2011 Named Executive Officers as follows:

 

Executive

  

Title

  

Bonus Target

Gregory S. Weishar

   Chief Executive Officer    233% 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    114% of base salary

Thomas Caneris

   Senior Vice President, General Counsel, Chief Compliance Officer and Secretary    138% of base salary

The Compensation Committee established the 2012 LTIP awards for the fiscal 2011 Named Executive Officers in the following amounts as a percentage of the bonus target: 60% restricted stock units and 40% performance share units.

On January 18, 2012, the Board of Directors, upon recommendation of the Compensation Committee, awarded restricted stock units under the LTIP for the Corporation’s principal executive officer, principal financial officer, and other fiscal 2011 Named Executive Officers as follows:

 

Executive

  

Title

   Restricted Stock Units
(60% of Bonus
Target)
 

Gregory S. Weishar

   Chief Executive Officer      84,558       

Michael J. Culotta

   Executive Vice President & Chief Financial Officer      33,882       


William Monast

   Executive Vice President of Sales and Client Management      25,885       

Robert McKay

   Senior Vice President of Purchasing and Trade Relations      14,529       

Thomas Caneris

   Senior Vice President, General Counsel, Chief Compliance Officer and Secretary      19,138       

Performance Criteria. The LTIP performance criteria for the performance share units are tied to company performance. Company performance will be measured for purposes of the performance share units by comparing the Corporation’s 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 Corporation’s 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

< 80.0% of Performance Target

   0.0% of Award Target

   80.0% of Performance Target

   40.0% of Award Target

   90.0% of Performance Target

   70.0% 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

< 80.0% of Performance Target

   0.0% of Award Target

   80.0% of Performance Target

   40.0% of Award Target

   90.0% of Performance Target

   70.0% of Award Target


    100.0% of Performance Target

   100.0% of Award Target

    106.0% of Performance Target

   122.5% 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

Award Agreements. Awards of 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, 2015.

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 restricted stock units will generally vest in three equal annual installments beginning on the first anniversary of the grant date.

Change in Control. In the event of a change in control (“CIC”), acceleration of vesting of restricted stock units will occur if an employee is terminated by the Company without “cause” or the employee voluntarily terminates employment with “good reason” during the 24 month period following a CIC (“Qualifying Termination”). Vesting of restricted stock units will accelerate immediately regardless of a Qualifying Termination, if the acquirer does not assume the restricted stock unit awards. If the acquirer assumes the restricted stock unit awards, restricted stock units will continue to vest according to their original vesting schedules; provided that, vesting will subsequently accelerate upon a Qualifying Termination within 24 months after the CIC, and unvested restricted stock units would be forfeited upon any other termination (unless otherwise specified by the terms of an employment agreement). With respect to performance share units, in the event of a CIC, performance shares units will be converted to time-based restricted stock units at the CIC assuming achievement of 100% the performance targets. Such restricted stock units will have the same terms of the restricted stock units granted pursuant to the 2012 LTIP and shall be deemed to have been granted as of January 18, 2012. In the event of a CIC where the performance share units are not assumed or replaced by the Company or the successor to the Company, as applicable, all converted restricted stock units will be deemed to be fully vested upon the CIC.

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.