EXHIBIT
10.36


EMPLOYMENT
AGREEMENT


          THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 21st day
of August, 1997, by and between OMNICARE MANAGEMENT COMPANY, a Delaware
corporation (the “Company”) and LEO P. FINN III (the “Employee”).


          WHEREAS,
the Company desires to employ Employee under the terms and conditions of this
Agreement for the purpose of providing services as an executive in furtherance
of the institutional pharmacy business of the Company and Omnicare Holding
Company (collectively referred to as “Omnicare”) and such other businesses in
which Omnicare may be engaged during the term of this Agreement (referred to
collectively as the “Business”) and Employee desires to be employed by the
Company for that purpose; and


          WHEREAS,
Employee, in the course of performing such services, will have access to
confidential financial information, trade secrets, and other confidential and
proprietary information of Omnicare;


          THEREFORE,
in consideration of these recitals and the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:


SECTION
1. EMPLOYMENT


          1.1 Duties.  The Company will employ
Employee as an operating executive of the Company for the term of this Agreement.  Employee will be assigned such duties with
regard to the Business as are generally performed by such an employee of the
Company, and such other duties as may from time to time be assigned to Employee
by the President of the Company or its designee.


          1.2 Performance.  Employee will
devote his exclusive and full professional time and attention to his duties as
an employee of the Company (except as hereinafter permitted) and to perform
such duties in an efficient, trustworthy and businesslike manner.  In addition, Employee will not render to
others any service of any kind for compensation or engage in any





other business activity (including without limitation
any involvement in any business in which the Employee has any administrative or
operating responsibility) except as to any other activities which are approved
in writing by the President of the Company. 


SECTION
2. TERM OF EMPLOYMENT


          2.1
Term.  The initial term of
employment of Employee pursuant to this Agreement shall be a period of three
years from the commencement date of this Agreement, such date being the 1st day
of June, 1997, (the “Commencement Date”) through May 31, 2000.  This Agreement shall be automatically
renewed at the end of this term for an additional three-year term, and shall
continue to automatically renew at the end of each three-year term for like
three-year terms, unless at least 120 days prior to the end of the initial
three-year term or any subsequent three-year term, either party notifies the
other party that this Agreement shall not renew for the next three year
term.  Notwithstanding the foregoing,
Employee’s employment may be sooner terminated as described in Sections 2.2
through 2.5 hereof.


          2.2 Termination for Cause.  The
Company shall have the right to terminate this Agreement by written notice for
the following causes (a “Termination for Cause”):


	
 

	
 

	
 


	
 

	
(a)

	
Conduct which is detrimental to Omnicare’s
  reputation, goodwill or business operations;


	
 

	
 

	
 


	
 

	
(b)

	
Gross neglect of Employee’s duties or breach of
  Employee’s duties or any material failure to perform satisfactorily such
  duties, or misconduct in discharging such duties;


	
 

	
 

	
 


	
 

	
(c)

	
Employee’s repeated absence from his duties without
  the consent of the President of the Company;


	
 

	
 

	
 


	
 

	
(d)

	
Employee’s failure or refusal to comply with the
  directions of the President of the Company, or with the policies, standards
  and regulations of the Company;


	
 

	
 

	
 


	
 

	
(e)

	
Commission by Employee of any act of fraud or
  dishonesty;










	
 

	
 

	
 


	
 

	
(f)

	
Conviction of Employee for, or entry of a plea of
  guilty or nolo contendere by Employee with respect to, any criminal act;


	
 

	
 

	
 


	
 

	
(g)

	
Breach or threatened breach of the restrictive
  covenants set forth in Section 5 of this Agreement.


	
 

	
 

	
 





                    Upon
any Termination for Cause, payment of all compensation to Employee under
Section 3 of this Agreement shall cease immediately.  Accrued, but unpaid base salary and incurred but unreimbursed
business expenses as defined in Section 3.3 hereunder shall remain the
obligation of the Company.


          2.3
Termination by the Company Due to Disability or Death.  Employee acknowledges that his duties
pursuant to this Agreement, including without limitation Section 1.1,
constitute the essential functions of his job.
If Employee is unable to perform his duties under this Agreement by
reason of illness or other physical or mental disability, the Company may
notify him that an event of disability (“Event of Disability”) exists
whereupon, provided he remains disabled, Employee shall continue to receive the
compensation described in Section 3 hereof for a period of three (3) months
after the date of the Event of Disability.
Such payments shall be reduced by any disability payment to which
Employee may be entitled in lieu of such compensation but not by any disability
payment for which Employee has privately contracted without the Company’s
involvement.  At the expiration of the
three month period, payment of such compensation pursuant to Section 3 shall
cease and this Agreement may be terminated by the Company at its sole
discretion.  The term “disability” as
used herein shall mean a condition which prohibits Employee from performing his
duties hereunder with reasonable accommodation which he may request.  If Employee should die before the
termination of this Agreement, Employee’s compensation under Section 3 hereof
shall terminate upon the date of his death. 


          2.4
Termination for Reasons Other Than With Cause.  The Company shall have the right to terminate this Agreement and
Employee’s employment without cause.
Should Employee be terminated by the Company for any reason other than
those included in Sections 2.2 or 2.3 herein, full payment of Employee’s
remaining base salary for the remainder of the current three-year term, or
twelve months, whichever is greater, shall be paid to Employee in such
installments as the Company





determines for such payment.  Notwithstanding the foregoing, payments to Employee under this
Section, in the aggregate, shall be limited to an amount that does not constitute
an excess parachute payment under Section 280G of the Internal Revenue Code of
1986 and regulations thereunder.  In the
event of termination without cause, Employee acknowledges that the Company
shall have no obligations or liability to him whatsoever other than the
obligations set forth in this Section.


          2.5
Voluntary Termination.  In the
event Employee voluntarily terminates his employment for any reason prior to
May 31, 2000, or the date of termination of any subsequent three-year term,
payment of all compensation under Section 3 shall immediately cease.


SECTION
3. COMPENSATION


          3.1
Annual Salary.  The Company shall
pay to Employee an initial salary (“Base Salary”) effective March 1, 1997, of
$125,000 payable in equal monthly installments, or more frequently if the Board
of Directors determines that such salary shall be paid in more frequent
installments.


          3.2
Incentive Compensation.  Employee
will be entitled to participate in all bonus and incentive compensation plans
as may be maintained by the Company for its senior management generally.


          3.3
Reimbursement of Business Expenses.
During the term of this Agreement, the Company will reimburse the
Employee for all authorized, ordinary and necessary business expenses incurred
by him in connection with the Business.
Reimbursement of such expenses shall be paid monthly, upon submission by
Employee to the Company of vouchers itemizing such expenses in a form
satisfactory to the Company, properly identifying the nature and business
purpose of any expenditures.  


          3.4
Benefits.  During the term of
this Agreement, Employee will be entitled to such insurance, medical, savings,
and investment plans, vacation, sick leave, holiday, education and continuing
education assistance and other benefits as may be given from time to time to
other employees of the Company as set forth from time to time by the Board of
Directors.  Employee may request
non-paid leave benefits at any time, which benefits may be granted at the sole
discretion of the President of the Company. 





SECTION 4. ALL BUSINESS TO BE THE
PROPERTY OF OMNICARE


          4.1
Business to be Property of Omnicare.
Employee agrees that any and all business and “confidential information”
(as defined in Section 5.1 hereof) which are part of or relate to the Business
and which are or have been developed by him or by any employee of Omnicare or
its respective successors, including, without limitation, contracts, fees,
commissions, customer lists and any other incident of any business developed by
Omnicare, or carried on by Employee for Omnicare, are and shall be the
exclusive property of Omnicare for its sole use.


SECTION
5. COVENANTS OF NONDISCLOSURE, NONSOLICITATION AND NONCOMPETITION


          5.1
Nondisclosure.  Employee shall
not at any time during or after termination of Employee’s employment with the
Company, directly or indirectly, use any proprietary, “confidential
information” of Omnicare, for any purpose not associated with Omnicare
activities, or disseminate or disclose any such information to any person or
entity not affiliated with Omnicare.
Such proprietary, “confidential information” includes, without
limitation, customer lists, computer technology, programs and data, whether
online or off-loaded on disk format, sales, marketing and prospecting
methodologies, plans and materials, and any other such plans, programs,
methodologies and materials used in managing, marketing or furthering the
Business.  Upon termination of Employee’s
employment with the Company, Employee will return all documents, records,
notebooks, manuals, plans and materials, computer disks and similar
repositories of or containing Omnicare proprietary, “confidential information”,
including all copies thereof, then in Employee’s possession or control, whether
prepared by Employee or otherwise.
Employee will undertake all reasonably necessary and appropriate steps
to ensure that the confidentiality of Omnicare proprietary, “confidential
information” shall be maintained.


          5.2
Nonsolicitation.  While Employee
is employed by the Company, and for a period of two (2) years following
Employee’s termination whether such termination was voluntary or involuntary,
with or without cause, and within the States in which Omnicare operates the
Business, Employee agrees to the following:






	
 

	
 

	
 


	
 

	
(a)

	
Not to directly or indirectly contact, solicit,
  serve, cater or provide services to any customer, client, organization or
  person who, or which, has had a business relationship with Omnicare during
  the twelve (12) month period preceding Employee’s termination;


	
 

	
 

	
 


	
 

	
(b)

	
Not to directly or indirectly influence or attempt
  to influence any customer, client, organization or person who, or which, has
  had a business relationship with Omnicare during the twelve (12) month period
  preceding Employee’s termination to direct or transfer away any business or
  patronage from the Company;


	
 

	
 

	
 


	
 

	
(c)

	
Not to directly or indirectly solicit or attempt to
  solicit any employee, officer or director to leave Omnicare, or to contact
  any customer or client in order to influence or attempt to influence the
  directing or transferring of any business or patronage away from Omnicare;


	
 

	
 

	
 


	
 

	
(d)

	
Not to directly or indirectly interfere with or
  disrupt any relationship, contractual or otherwise, between Omnicare and its
  respective customers, clients, employees, independent contractors, agents,
  suppliers, distributors or other similar parties; and


	
 

	
 

	
 


	
 

	
(e)

	
To advise any and all employers or potential
  employers of Employee’s obligations hereunder.





          5.3
Noncompetition.  Employee agrees
that, during his employment with the Company, and for two (2) years immediately
after such employment ceases, he will neither, directly or indirectly, engage
or hold an interest in any business competing with the Business as then
conducted by Omnicare or its respective successors, nor directly or indirectly
have any interest in, own, manage, operate, control, be connected with as a
stockholder (other than as a stockholder of less than five percent (5%) of a
publicly held corporation), joint venturer, officer, director, partner,
employee or consultant, or otherwise engage or invest or participate in, any
business which shall





compete with the Business as then conducted by
Omnicare, or its respective successors, in the United States and such other
defined geographic areas in which Omnicare operates the Business.


          5.4
Applicability.  The provisions of
Sections 5.1, 5.2, and 5.3 immediately preceding shall remain in effect in
accordance with their respective terms notwithstanding any termination of
Employee’s employment with the Company or its successors, regardless of the
cause or circumstances thereof and whether such termination was voluntary or
involuntary.  Further, Employee’s
covenants of nondisclosure, noncompetition and nonsolicitation along with the
Company’s remedies for the breach or threatened breach of those covenants shall
remain in effect in accordance with their respective terms following any
termination of this Agreement. 


          5.5
Remedies.  In view of the
services which Employee will perform hereunder, which are special, unique,
extraordinary and intellectual in character, which place him in a position of
confidence and trust with the customers and employees of Omnicare and which
provide him with access to confidential financial information, trade secrets,
“know-how” and other confidential and proprietary information of Omnicare, in
view of the geographic scope and nature of the business in which Omnicare is
engaged, and recognizing the value of this Agreement to him, Employee expressly
acknowledges that the restrictive covenants set forth in this Agreement,
including, without limitation, the duration, the business scope and the
geographic scope of such covenants, are necessary in order to protect and
maintain the proprietary interests and other legitimate business interests of
Omnicare, and that the enforcement of such restrictive covenants will not
prevent him from earning a livelihood.
Employee further acknowledges that the remedy at law for any breach or
threatened breach of this Agreement will be inadequate and, accordingly, that
the Company shall, in addition to all other available remedies (including,
without limitation, seeking such damages as it can show it has sustained by
reason of such breach), be entitled to injunctive or any other appropriate form
of equitable relief.  In the event
Employee breaches or threatens to breach these restrictive covenants, he shall
not receive any further payments from the Company pursuant to this Agreement,
following the expiration of the thirty (30) day cure period provided for in
Section 6.6 hereof, but only if such breach or threatened breach has not been
cured.  





SECTION
6. MISCELLANEOUS PROVISIONS


          6.1
Indemnification.  Except to the
extent prohibited by law, the Company shall save and hold harmless Employee
from and against any claim of liability or loss (including reasonable
attorney’s fees) arising as a result of Employee’s good faith activities in the
course of his employment hereunder.


          6.2
Assignment and Performance.  The
Company may assign its rights and obligations under this Agreement to any
corporation or other entity with Employee’s consent, which consent shall not be
unreasonably withheld.  This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
the Company.  Employee’s obligation to
provide services hereunder may not be assigned to or assumed by any other
person or entity.


          6.3
Notices.  All notices, requests,
demands or other communications under this Agreement shall be in writing and
shall only be deemed to be duly given if made in writing and sent by first
class mail, overnight courier, or telecopy to the following addresses:


	
 

	
 


	
 

	
Cheryl D. Hodges


	
 

	
Secretary


	
 

	
Omnicare Management Company


	
 

	
2800 Chemed Center


	
 

	
255 East Fifth Street


	
 

	
Cincinnati, OH
  45202


	
 

	
 


	
 

	
and


	
 

	
 


	
 

	
Leo P. Finn III


	
 

	
1000 Hatch Street


	
 

	
Cincinnati, OH
  45202





          6.4
Severability.  Any provision of
this Agreement which is deemed invalid, illegal or unenforceable in any
jurisdiction shall, as to that jurisdiction and subject to this paragraph, be
ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof in such jurisdiction
or rendering that or any other provisions of this Agreement invalid, illegal,
or unenforceable in any other jurisdiction.
If any covenant should be deemed invalid, illegal or unenforceable
because its scope is considered excessive, such covenant shall be modified so
that the scope of the covenant is reduced only to the minimum





extent necessary to render the modified covenant
valid, legal and enforceable.


          6.5 Amendment
and Waiver.  This Agreement
constitutes the entire agreement between the parties hereto as to the matters
addressed herein and may be modified, amended or waived only by a written
instrument signed by all the parties hereto.
No waiver or breach of any provision hereof shall be a waiver of any
future breach, whether similar or dissimilar in nature.


          6.6
Right to Cure.  In the event that
either party in good faith believes that the other has violated (whether by
breach, threatened breach or otherwise) any of the terms of this Agreement,
with the exception of Sections 2.2 (e) or (f) of this Agreement, then that
party shall give notice in writing to the other party as provided in Sections
6.3 of this Agreement of the alleged violation and that party shall have thirty
(30) days following receipt of said notice to cure any such alleged violation.


          6.7
Injunctive Relief.  The parties
hereto agree that money damages would be an inadequate remedy for the Company
in the event of breach or threatened breach of this Agreement and thus, in any
such event, the Company may, either with or without pursuing any potential
damage remedies, immediately obtain and enforce any injunction prohibiting
Employee from violating this Agreement.


          6.8
Applicable Law.  This Agreement
has been made and its validity, performance and effect shall be determined in
accordance with the laws of the State of Ohio.


          6.9
Consent to Jurisdiction.  The
parties hereby (a) agree that any suit, proceeding or action at law or in
equity (hereinafter referred to as an “Action”) arising out of or relating to
this Agreement must be instituted in state or federal court located within
Hamilton County, Ohio, (b) waive any objection which he or it may have now or
hereafter to the laying of the venue of any such Action, (c) irrevocably submit
to the jurisdiction of any such court in any such Action, and (d) hereby waive
any claim or defense of inconvenient forum.
The parties irrevocably agree that service of any and all process which
may be served in any such Action may be served upon him or it by registered
mail to the address referred to in Section 6.3 hereof or to such other address
as the parties shall designate in writing by notice duly given in accordance
with Section 6.3 hereof and that such service shall be deemed 





effective service of process upon the parties in any
such Action.  The parties irrevocably
agree that any such service of process shall have the same force and validity
as if service were made upon him or it according to the law governing such
service in the State of Ohio, and waives all claims of error by reason of any
such service.


          6.10
Counterparts.  This Agreement may
be executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same instrument.


          6.11
Interpretation.  The headings
contained in this Agreement are for reference purposes only and shall not
affect in any ways the  meaning or
interpretation of this Agreement.  The
language in all parts of this Agreement shall in all cases be construed
according to its fair meaning, and not strictly for or against any party
hereto.  In this Agreement, unless the
context otherwise requires, the masculine, feminine and neuter genders and the
singular and the plural include one another.



          6.12
Non-Waiver of Rights and Breaches.
No failure or delay of any party herein in the exercise of any right
given to such party hereunder shall constitute a waiver thereof unless the time
specified herein for the exercise of such right has expired, nor shall any
single or partial exercise of any right preclude other or further exercise
thereof or of any other right.  The
waiver of a party hereto of any default of any other party shall not be deemed
to be a waiver of any subsequent default or other default by such party.





          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


	
 

	
 

	
 


	
 

	
OMNICARE MANAGEMENT COMPANY


	
 

	
 

	
 


	
 

	
By:

	
/s/ Cheryl D. Hodges


	
 

	
 

	



	
 

	
 

	
Cheryl D. Hodges


	
 

	
 

	
 


	
 

	
Its:

	
Secretary


	
 

	
 

	
 


	
 

	
 

	
/s/ Leo P. Finn III


	
 

	
 

	



	
 

	
 

	
Leo P. Finn III