EX-10.67






Execution Copy



EXHIBIT 10.67




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amended Agreement”) made as of May 29,
2008, by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Lewis Stone
(the “Executive”).



W I T N E S S E T H:




WHEREAS, the Company wishes to employ the Executive as Executive Vice President of Corporate
Development, on the terms and conditions set forth in this Amended Agreement; and



WHEREAS, the Executive is willing to accept such employment on such terms and conditions;



WHEREAS, this Amended Agreement supersedes and replaces the Employment Agreement dated March
9, 2004 between Executive and the Company (“the Original Agreement”), the Company’s obligations
thereunder having been satisfied by the Parties’ agreements set forth in the Settlement Agreement
and General Release of May 29, 2008 (“the Settlement Agreement”);



NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations
and covenants herein contained, the parties hereto agree as follows:



1. SCOPE OF EMPLOYMENT



The Company hereby agrees to employ the Executive upon the terms and conditions herein set forth
and to perform such executive duties as may be determined and assigned to him by the Chief
Executive Officer (“CEO”) or the Board of Directors of the Company (the “Board”). The Executive
hereby accepts such employment, subject to the terms and conditions herein set forth. The
Executive shall have the title of Executive Vice President of Corporate Development, and shall
report to the CEO of the Company. While serving as Executive Vice President of Corporate
Development, the Executive shall have the customary duties and powers of such position. Executive
shall not be employed by any other organization during the term of this Amended Agreement.



2. TERM



(a) The term of Executive’s employment under this Amended Agreement shall be for two (2)
years. Such term shall be extended at the end of such two-year period on an annual basis, unless
terminated by either party upon the provision of no less than sixty (60) days notice of an intent
not to renew the contract. The Effective Date shall be May 29, 2008 (the “Effective Date”). The
term may be terminated earlier than described above in the following circumstance:



(i) By the Company for Cause (as hereinafter defined);



(ii) By the Company for other than Cause. For purposes hereof, Executive shall be deemed
terminated by the Company for other than Cause if he terminates employment for Good Reason (as
hereinafter defined);



(iii) In the event of the Company’s dissolution or liquidation;



(iv) By the Executive for any reason;



(v) In the event of the death of the Executive; or



(vi) In the event of the Disability (as hereinafter defined) of Executive.



(b) For purposes hereof, “Cause” shall mean, and be limited to any of the following that is
reasonably determined by the Board, to be substantially detrimental to the business or reputation
of the Company: (i) the Executive’s willful commission of acts of dishonesty in connection with
any position held by him with the Company, (ii) the Executive’s willful failure or refusal to
perform the essential duties of his position, or (iii) conviction of a felony or engaging in
illegal conduct. If a ground for termination under this Section 2(b) is amenable to cure, the
Company shall provide the Executive with written notice describing the nature of the ground for
termination. If the Executive cures same within thirty (30) days after receiving such notice,
there shall be no termination for Cause.



(c) For purposes hereof, the term “Good Reason” shall mean the occurrence of any one or more
of the following events unless Executive specifically agrees in writing that such event shall not
be Good Reason:



(i) the assignment to Executive by the Board or other officers or representatives of Company
of duties materially inconsistent with the duties associated with the position described in Section
1;



(ii) a material change in the nature or scope of Executive’s authority from those applicable
to him as Executive Vice President of Corporate Development;



(iii) the occurrence of material acts or conduct on the part of Company or its officers and
representatives which have as their purpose forcing the resignation of Executive or preventing him
from performing his duties and responsibilities pursuant to this Amended Agreement;



(iv) a material breach by Company of any material provision of this Amended Agreement,
provided that failure of Company to pay any amount, or to provide any benefit, pursuant to the
provision of Sections 3 and 4 hereof shall be deemed to be a material breach by Company of a
material provision of this Amended Agreement and shall provide Executive the right to terminate his
employment under this Amended Agreement at any time after the Executive provides the Company with
written notice describing the material breach; provided, however, the Company shall have thirty
(30) days to cure such breach and if the Company cures the same within thirty (30) days after
receiving such notice, there shall be no termination for Good Reason; or



(v) on or after a Change of Control, requiring Executive to be principally based at any office
or location more than forty-five (45) miles from the current offices of the Company in Sunrise,
Florida.



(d) For purposes hereof, the term “Disability” shall mean the inability of the Executive, due
to illness, accident or any other physical or mental incapacity, to perform his duties in a normal
manner for (i) a period of four (4) consecutive months or (ii) six (6) months (with each month
being composed of thirty-one (31) consecutive days) during any twelve (12) consecutive month
period.



3. COMPENSATION



(a) Annual Salary. The Company agrees to pay the Executive, and the Executive agrees
to accept, in payment for services to be rendered by the Executive hereunder, a minimum base salary
of $200,000 per annum (the “Annual Salary”) effective with the Company’s payroll period beginning
May 16, 2008. For the period between May 16, 2008 and May 15, 2009, the Annual Salary shall be
paid in four (4) equal installments of $50,000 on March 31, 2009, April 15, 2009, April 30, 2009,
and May 15, 2009. The Annual Salary for payroll periods beginning May 16, 2009 shall be payable in
equal periodic installments in accordance with the Company’s normal payroll practices, not less
frequently than monthly, less such sums as may be required to be deducted or withheld under the
provisions of federal, state or local law. The Company agrees to review the Annual Salary on or
around January 1st of each calendar year (or such other time as the Company and Executive mutually
agree); provided, however, that no such adjustment shall be effective to reduce the
Annual Salary below the above-stated levels.



(b) Discretionary Bonus. The Executive shall be eligible for bonuses and equity
awards in the sole discretion of the Company.



4. FRINGE BENEFITS, REIMBURSEMENT OF EXPENSES, ETC. 



(a) The Executive shall be entitled to paid vacation, holidays and sick leave benefits in
accordance with the Company’s policies for executive employees.



(b) The Executive and/or his family shall be entitled to medical and Disability insurance from
the Company in accordance with the Company’s policies for employees. Such coverage shall be paid
for by the Company. If this Amended Agreement is terminated (x) by the Executive for Good Reason
or Disability or (y) by the Company for other than Cause, the Company and any of its successors and
assigns shall provide to Executive similar medical coverage to that described above, at the expense
of the Company during the period that the Executive or his beneficiaries are eligible to receive
benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).



(c) The Company agrees to pay up to $10,000 per year toward premiums or to reimburse Executive
for premiums for life or Disability insurance, as directed by the Executive.



(d) The Company agrees to pay, or promptly reimburse the Executive for, all reasonable
expenses (including, without limitation, any costs of private counsel or investigators, incurred in
connection with representation of Executive relating to audits, inquiries, regulatory reviews or
any similar matters of the Company); provided, however, that the Executive
furnishes appropriate documentation for such expenses in accordance with the Company’s practices
and procedures.



(e) Executive shall be entitled to participate in those retirement plans, both defined
contribution and defined benefit, qualified and non-qualified, as are then currently available to
the Company’s executive employees and such new retirement plans, if any, as may be adopted by the
Company from time to time.



5. TERMINATION BENEFITS



In addition to the benefits described under the Amended Agreement that survive the termination
of the Amended Agreement, the following benefits will be paid on account of the termination of the
Amended Agreement for the following reasons:



(a) Upon termination of this Amended Agreement by the Company for Cause pursuant to Section
2(a)(i), or by the Executive for other than Good Reason or upon the Executive’s death, the Company
shall pay to Executive (x) immediately after the date of termination an amount equal to the sum of
Executive’s accrued base salary and any bonus amount earned but not yet paid and (y) the Severance
Benefits (as defined in the Settlement Agreement) will continue under the same payment terms as
described in Paragraph 1(a) of the Settlement Agreement.



(b) Upon termination of this Amended Agreement (x) by the Company for other than Cause or (y)
by the Executive for Good Reason or Disability, then:



(i) the Company shall pay to Executive or his beneficiaries, as the case may be, immediately
after the Date of Termination an amount which is equal to the Executive’s then-Annual Salary for a
period of three (3) months;



(ii) the Company shall pay for the Executive in the event of Disability (after termination of
the Amended Agreement under this section), medical insurance during the period the Executive’s
spouse (and children), or the Executive, as the case may be, is eligible to receive benefits under
COBRA;



(iii) the Company shall fully vest any stock options or restricted stock previously granted to
the Executive;



(iv) the Company shall pay, within thirty (30) days of the date of termination, a lump-sum
payment equivalent to the amount of any unpaid portion of the Severance Benefits (as defined in the
Settlement Agreement); and



(v) the Executive (or his spouse, in the event of his permanent Disability that affects his
ability to so elect) shall have the right to require the Company to purchase from the Executive a
number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”),
owned by the Executive or by any entity in which the Executive has an equity or ownership interest,
worth up to $3,000,000. Such Common Stock shall be valued as of the close of business on the day
prior to the date the Executive or his spouse delivers a notice to the Company in writing (a “Put
Notice”) of his decision to require the Company to purchase such Common Stock. The Executive or
his spouse (in the event of his Disability) shall have up to 21 days following the termination of
this Amended Agreement to deliver the Put Notice to the Company. Subject to the fifth sentence of
this paragraph, within 30 days of receiving the Put Notice, the Company shall pay Executive or his
spouse the proceeds from the purchase of the shares of Common Stock specified in the Put Notice, up
to a maximum of $3,000,000. To the extent Glenn M. Parker, M.D. (a “Co-Executive”) delivers a Put
Notice at the same time as Executive, the Company shall have the right to pay the funds due
hereunder over two years in equal amounts each year pro rata among the Executive and any
Co-Executive based on the number of shares of Common Stock specified in each Put Notice;
provided, however, that the Company shall not have such right to delay the payment
of such funds in any succeeding year or years if the Company elects to sell the shares of Common
Stock as set forth in the succeeding sentence. In lieu of a cash payment, the Company shall have
the option of causing the shares specified in a Put Notice to be sold, as promptly as is reasonably
practicable, pursuant to a registration statement filed by the Company under the Securities Act of
1933, as amended (the “Securities Act”), in which the shares shall be included, or pursuant to an
exemption from the registration requirements of the Securities Act, in either case with the funds
being remitted to the Executive on the close of such sale (provided, further, that
(x) the Executive shall receive at least $3,000,000 from such sale and (y) any sale pursuant to a
registration statement shall not count as a “Demand Registration” pursuant to that certain
Registration Rights Agreement (the “Registration Rights Agreement”), dated as of the date hereof by
and among the Company, RGGPLS Holding, Inc., a Florida corporation (“RGGPLS”), GRH Holdings,
L.L.C., a Florida limited liability company, and Becton, Dickinson and Company, a New Jersey
corporation). The Company agrees and acknowledges that the Executive shall have the right to
require the Company to purchase shares of Common Stock from him hereunder without regard to the
limitations set forth in Section 2.4 of the Registration Rights Agreement.



(c) For purposes of this Amended Agreement, a “Change in Control” means any of the following
events:



(i) any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (“Exchange Act”)), other than RGGPLS, a subsidiary of the Company or any
employee benefit plan (or any related trust) of the Company or a subsidiary of the Company,
becomes, after the Effective Time the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 35% or more of the Common Stock;



(ii) individuals who constitute the Board as of the Effective Time (the “Incumbent Board”),
cease for any reason to constitute a majority of the members of the Board (except that any
individual who becomes a director after the Effective Time, whose election by the Company’s
stockholders was approved by a majority of the members of the Incumbent Board shall be considered
as through such individual were a member of the Incumbent Board); or



(iii) approval by the stockholders of the Company of either of the following:



(1) a merger, reorganization, consolidation, business combination or similar transaction (any
of the foregoing, a “Merger”) as a result of which the persons who were the respective beneficial
owners of the outstanding Common Stock immediately before such Merger are not expected to
beneficially own, immediately after such Merger, directly or indirectly, more than 50% of the
common stock and the combined voting power of the then outstanding voting securities of the
corporation or other entity resulting from such Merger in substantially the same proportions as
immediately before such Merger, or



(2) a plan of liquidation of the Company or a plan or agreement for the sale or other
disposition of all or substantially all of the assets of the Company.



(iv) Notwithstanding the foregoing, there shall not be a Change in Control if, in advance of
such event, Executive agrees in writing that such event shall not constitute a Change in Control.



(d) The Company’s obligations under this Section 5 shall survive termination of this Amended
Agreement.



(e) Upon termination of this Amended Agreement by (i) the Company for Cause pursuant to
Section 2(a)(i) or the Executive’s death, or (ii) by the Executive for other than Good Reason
(e.g., a voluntary termination by the Executive) and there remains any unpaid balance of the
Severance Benefits (as defined in the Settlement Agreement), then Executive (or his spouse in the
event of Executive’s death) shall have the right to deliver a Put Notice pursuant to Section
5(b)(v) on the same terms and conditions as described in Section 5(b)(v) for a period of 21 days
following an event described in Section 5(e)(i-ii).



(f) Notwithstanding the foregoing, to the extent necessary to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), if the Executive is a
“specified employee” (as defined below) at the time of his termination, the remaining Severance
Payments and any other payments subject to Section 409A shall be made immediately after the date
which is six (6) months after the date of Executive’s termination of employment (or, if earlier,
the date of his death). For the purpose of the preceding sentence, a “specified employee” shall
have the meaning set forth in Section 1.409A-1(i) of the Final Regulations under Section 409A of
the Code.



6. ENTIRE AGREEMENT



This Amended Agreement contains the entire understanding between the parties hereto and
supersede all other oral and written agreements or understandings between them, except for the
Settlement Agreement. With the exception of the Settlement Agreement, all previous oral or written
agreements between the parties hereto, including without limitation the Original Agreement, shall
be deemed to have been completely fulfilled by both parties and shall be superseded by this Amended
Agreement. No modification or addition hereto or waiver or cancellation of any provision shall be
valid except by a writing signed by the party to be charged therewith.



7. SUCCESSORS AND ASSIGNS



This Amended Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their heirs, successors, assigns and personal representatives. As used herein, the successors
of the Company shall include, but not be limited to, any successor by way of merger, consolidation,
sale of all or substantially all of its assets, or similar reorganization. In no event may
Executive assign any duties or obligations under this Amended Agreement. It is expressly agreed
for purposes of this Amended Agreement that the spouse and children of Executive shall be
third-party beneficiaries of Executive under this Amended Agreement and shall be entitled to
enforce the rights of Executive hereunder in the event of Executive’s death or Disability.



8. CONTROLLING LAW



The validity and construction of this Amended Agreement or of any of its provisions shall be
determined under the laws of Florida, without giving effect to any choice or conflict of law
provision or rule that would cause the application of the laws of any jurisdiction other than
Florida. The invalidity or unenforceability of any provision of this Amended Agreement shall not
affect or limit the validity and enforceability of the other provisions hereof.



9. COUNTERPARTS



This Amended Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same instrument.



10. HEADINGS



The headings herein are inserted only as a matter of convenience and reference, and in no way
define, limit or describe the scope of this Amended Agreement or the intent of any provisions
thereof.



11. INDEMNIFICATION. The Company shall indemnify and hold Executive harmless from and
against all claims, investigations, actions, awards and judgments, including costs and attorneys’
fees, incurred by Executive in connection with acts or decisions made by Executive in good faith in
his capacity as either a director or as an officer of the Company, so long as Executive reasonably
believed that the acts or decisions were in the best interests of the Company. The Company further
agrees to retain and pay the fees and costs of counsel selected by Executive to represent him in
any action or proceeding covered by this indemnification. The Company shall not settle any claim
or action or pay any award or judgment against Executive without Executive’s prior written consent,
which shall not be unreasonably withheld. The Company may obtain coverage for Executive under an
insurance policy covering the directors and officers of the Company against claims set forth herein
if such coverage is possible at a reasonable cost, provided, however, it is understood and agreed
that the Company’s obligation to indemnify Executive as set forth in this Section 11 shall not be
affected by the Company’s ability or inability to obtain insurance coverage.



12. SAVINGS PROVISION. If any provision of the Amended Agreement would cause Executive to
incur any additional tax or interest under Section 409A or any regulations or Treasury guidance
promulgated thereunder, the Company shall, after consulting with and receiving Executive’s approval
(which shall not be unreasonably withheld) reform such provision; provided that the Company agrees
to maintain, to the maximum extent practicable, the original intent and economic benefit to
Executive of the applicable provision without violating the provisions of Section 409A.
Notwithstanding the foregoing, the Executive shall have sole responsibility for any taxes or
interest incurred as a result of 409A.



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IN WITNESS WHEREOF, the parties have duly executed this Amended Agreement as of the date and
year first above written.



	 	 	 	 	 
	WITNESS:	 	NATIONSHEALTH INC.
	
 
	 	By:
	 	/s/ Glenn M. Parker
	 

	 	 	 	 
	
 
	 	 	 	Glenn M. Parker, M.D.

Chief Executive Officer
	WITNESS:

	 	

	 	

	
 
	 	By:
	 	/s/ Lewis P. Stone
	 

	 	 	 	 
	
 
	 	 	 	Lewis P. Stone







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