Executive Awards


    Exhibit
      10.1

    


    Summary
      of Named Executive Officer 2007 Salaries, 2006 Bonus

    Awards,
      2007 Maximum Bonus Potential, and 2007 Equity and Performance
      Awards

    


    Base
      Salary Adjustments. 
      The
      Compensation Committee approved adjustments to the annual base salaries for
      the
      five Named Executive Officers after a review of performance and competitive
      market data.  The table below sets forth the annual base salary levels of
      the Company's Named Executive Officers for 2006 and 2007 (the salary for 2006
      became effective on July 1, 2006, and the salary for 2007 will become effective
      as of April 1, 2007).  The Named Executive Officers were determined based
      on those identified in the Summary Compensation Table contained in the Company’s
      proxy statement dated April 18, 2006 (the “2006 Proxy Statement”).

    


    Annual
      Bonus Awards. 
      The Compensation Committee also authorized the payment of annual incentive
      (i.e., bonus) awards to each of the Company's executive officers in respect
      of
      the year ended December 31, 2006.  The annual bonus awards were made
      pursuant to the Company's annual bonus plan, with target percentages ranging
      from 50% to 100 % in 2006.  For each of the Named Executive Officers a
      minimum target percentage was established pursuant to such executive's
      employment agreement with the Company, which are listed as exhibits to the
      Company’s Current Report on Form 8-K to which this Exhibit 10.1 is attached and
      which are hereby incorporated by reference herein.  The Employment
      Agreements for Mr. Paz is also described in the 2006 Proxy Statement under
      the
      caption “Executive Compensation — Employment Agreements — Employment
      Agreement with Mr. Paz” beginning on page 20, and the Employment Agreements
      for Messrs. Lowenberg, Stiften, Boudreau and McNamee are described in the
      Company’s Current Report on Form 8-K filed on May 4, 2006.

    


    Pursuant
      to the bonus plan, in order for any bonus amount to be paid the Company must
      meet an annual financial goal which is based on budgeted EBITDA (earnings before
      interest, taxes, depreciation and amortization) and earnings per share.  If
      the corporate financial target is not met, then the corporate bonus pool is
      reduced to the extent necessary to enable the Company to meet its target. 
If the Company has met its annual financial goal, then actual bonus awards
      for
      executive officers are determined based on the executive officers’ respective
      bonus targets and an evaluation by the Committee (and in the case of senior
      executives also by the CEO) of the extent to which work plan goals were
      achieved.  In addition, if the Company meets certain “stretch” financial
      and work plan targets, bonus targets may be increased by as much as 100%. 
The Committee reviews and approves the annual financial targets and the stretch
      work plan goals.  In determining the extent of the achievement of work plan
      goals, the Committee and the CEO evaluate the executive’s individual
      contribution to the corporate work plan.  For 2006, the Company achieved
      its “stretch” financial and work plan goals, and, accordingly, bonuses awarded
      to the Named Executive Officers were enhanced by up to 20%.


    

      The
        Compensation Committee also authorized the award of annual incentive (i.e.,
        bonus) awards to each of the Company’s Named Executive Officers in respect of
        the year ending December 31, 2007.  For the first time, these awards were
        granted as “Other Awards” under the Company’s 2000 Long-Term Incentive Plan, as
        amended (the “2000 LTIP”). In previous years, executives were given a bonus
        target which could be adjusted upward or downward within certain pre-approved
        parameters based on Company and individual performance. The 2007 annual bonus
        awards, however, represent the maximum amount which may be earned by the
        executive based on the achievement of individual and corporate stretch financial
        and workplan goals. The Compensation Committee may exercise discretion to
        reduce
        such bonuses based on Company performance, individual performance and other
        factors, but may in no event increase the amount of such bonuses beyond the
        maximum. In addition, if certain threshold earnings per share targets are
        not
        met, then no such bonuses may be paid.



    The
      following table sets forth the 2006 and 2007 base salary levels, along with
      the
      annual bonus awards for 2006 and the maximum annual bonus awards for 2007,
      for each of the Named Executive Officers:

    

      
        	
                Name

              	
                Title

              	
                Annual
                  Base Salary

              	
                Annual
                  Bonus 

                Award

              	
                Maximum
                  

                Bonus
                  Award

              
	
                2006

              	
                2007

              	
                2006

              	
                2007

              
	
                George
                  Paz

              	
                President,
                  Chief Executive Officer & Chairman

              	
                $780,000

              	
                $920,000

              	
                $842,000

              	
                $2,124,000

              
	
                David

                Lowenberg

              	
                President,
                  CuraScript

              	
                $482,000

              	
                $496,000

              	
                $174,000

              	
                $923,438

              
	
                Edward
                  J.

                Stiften

              	
                Senior
                  Vice President & Chief Financial Officer

              	
                $409,000

              	
                $445,000

              	
                $331,000

              	
                $872,000

              
	
                Thomas
                  M.

                Boudreau

              	
                Senior
                  Vice President & General Counsel

              	
                $411,000

              	
                $440,000

              	
                $289,000

              	
                $757,313

              
	
                Patrick

                McNamee

              	
                Senior
                  Vice President &

                Chief
                  Information Officer

              	
                $339,000

              	
                $349,000

              	
                $303,000

              	
                $537,075

              


      

       

        

    

     Annual
      Long Term Incentive Awards

    


    On
      February 22, 2007, the Compensation Committee approved awards of certain long
      term incentive compensation to each of the Named Executive Officers.  The
      long term incentive compensation awards are comprised of a mix of performance
      shares, stock appreciation rights and restricted stock, all of which were
      granted under the 2000 LTIP, as follows:

    


    
      	
              Name

            	
              Title

            	
              Performance
                

              Shares

            	
              Stock
                Appreciation 

              Rights

            	
              Shares
                of 

              Restricted
                    Stock

            
	
              George
                Paz

            	
              President,
                Chief Executive Officer & Chairman

            	
              17,483

            	
              102,537

            	
              17,483

            
	
              David

              Lowenberg

            	
              President,
                CuraScript

            	
              5,404

            	
              31,693

            	
              5,404

            
	
              Edward
                J.

              Stiften

            	
              Senior
                Vice President
                & Chief Financial Officer

            	
              5,086

            	
              29,829

            	
              5,086

            
	
              Thomas
                M.

              Boudreau

            	
              Senior
                Vice President
                & 

              General
                Counsel

            	
              3,973

            	
              23,304

            	
              3,973

            
	
              Patrick

              McNamee

            	
              Senior
                Vice President
                &

              Chief
                Information

              Officer

            	
              2,702

            	
              15,847

            	
              2,702

            


    

    


    


    Performance
      Shares. 
      The performance shares are settled in shares of the Company’s common stock (the
“Stock”) on a share-for-share basis.  The number of shares of Stock to be
      delivered upon settlement of the performance shares is determined based upon
      the
      Company’s performance over a set period versus a peer group of companies
      selected by the Compensation Committee.  

    


    Specifically,
      the number of shares issued in settlement of the performance share awards will
      depend on where the Company’s performance for the period from January 1, 2007
      through January 1, 2010 ranks in relation to the designated peer group in three
      equally-rated metrics:

    


    
      	·  	
              compound
                annual shareholder return (price appreciation plus reinvestment of
                monthly
                dividends and the compounding effect of dividends paid on reinvested
                dividends),

            


    

    
      	·  	
              compound
                annual growth in earnings per share (basic earnings per share before
                extraordinary items and discontinued operations),
                and

            


    

    
      	·  	
              average
                return on invested capital (income before extraordinary items (available
                for common stock) divided by total invested capital, which is the
                sum of
                total long-term debt, preferred stock, minority interest and total
                common
                equity).

            


    

    


    In
      order
      for any shares to be issued under the performance share awards, the Company’s
      composite performance must rank in at least the 40th percentile in relation
      to
      its peer group.  Assuming the Company’s composite performance for the
      performance period is at the 40th percentile, the actual shares of Stock issued
      will equal 35% of the award targeted for the Named Executive Officer; at the
      50th percentile, the actual shares of Stock issued will equal 100% of the award
      targeted for the Named Executive Officer; and at the 80th percentile, the actual
      shares of Stock issued will equal 250% of the award targeted for the Named
      Executive Officer, which is the maximum number of shares that can be
      awarded.  If the Company’s composite performance falls between these
      percentile rankings, the actual shares of Stock issued will be determined by
      interpolation.

    


    Realization
      of the performance share awards and their actual value, if any, will depend
      on
      the applicable targets being met and the market value of the Stock on the date
      the performance share awards are settled.

    


    The
      awards provide for certain rights in the event of termination of employment
      as a
      result of death, disability, retirement or termination by the Company without
      cause (as defined), but terminate in the event of termination of employment
      for
      any other reason prior to the last day of the performance period.
 Notwithstanding the foregoing, the awards provide that upon a change of
      control (as defined) prior to the last day of the performance period,
      participants who remain employed on the date of a change in control or who
      terminated earlier on account of death, disability or retirement will receive
      cash equal to the value of the Stock represented by the performance shares
      on
      the last trading day before the change in control, and that participants who
      were terminated earlier by the Company without cause will receive the cash
      value
      of a portion of the Stock represented by the performance shares on the last
      trading day before the change in control.

    


    The
      performance shares are subject to the terms of the 2000 LTIP and a Performance
      Share Agreement entered into with each participant.  The 2000 LTIP is
      listed as Exhibits 10.5, 10.6 and 10.7, and the form of award agreement is
      listed as Exhibit 10.2, to the Current Report on Form 8-K to which this Exhibit
      10.1 is attached and are hereby incorporated herein by this
      reference.

    


    Stock
      Appreciation Rights. 
      The stock appreciation rights (“SARs”) were granted with a specified exercise
      price of $78.65 per share, which was equal to the fair market value of the
      Stock
      on the date of grant, and will be settled in Stock to the extent there has
      been
      appreciation in the market value of the Stock from the date of grant to the
      date
      such SARs are exercised.  The SARs vest and become exercisable in equal
      amounts annually over a period of three years on the anniversary date of the
      grant, and expire on the seventh anniversary of their grant.  The actual
      value, if any, of the SARs will depend on the market value of the Stock on
      the
      date the SARs are exercised.

    


    The
      SARs
      are subject to the terms and conditions of the 2000 LTIP as well as a Stock
      Appreciation Right Award Agreement entered into with each participant.  The
      2000 LTIP is listed as Exhibits 10.5, 10.6 and 10.7, and the form of award
      agreement is listed as Exhibit 10.3, to the Current Report on Form 8-K to which
      this Exhibit 10.1 is attached and are hereby incorporated herein by this
      reference.

    


    Restricted
      Stock. 
      The shares of restricted stock awarded to the Named Executive Officers are
      initially subject to restrictions which prohibit the sale or transfer of the
      restricted stock.  The restrictions on the restricted stock lapse as to
      one-third of each award annually over a period of three years on the anniversary
      date of the grant.  Holders are entitled to the same rights to dividends on
      and to vote shares of restricted stock as other shareholders.

    


    The
      restricted stock awards are subject to the terms and conditions of the 2000
      LTIP
      as well as a Restricted Stock Agreement entered into with each
      participant.  The 2000 LTIP is listed as Exhibits 10.5, 10.6 and 10.7, and
      the form of award agreement is listed as Exhibit 10.4, to the Current Report
      on
      Form 8-K to which this Exhibit 10.1 is attached and each are hereby incorporated
      herein by this reference.