EX-10.39



 Exhibit 10.39 
 PHARMERICA CORPORATION 
 SUMMARY OF 

2013 LONG-TERM INCENTIVE PROGRAM 
 2013 Long-Term Incentive Program 
 On March 4, 2013, the Board
of Directors of PharMerica Corporation (the “Corporation”), upon recommendation of the Compensation Committee, adopted the 2013 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, 2013 and ends on December 31, 2015. 

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 2012 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
			
	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 2013 LTIP awards for the fiscal 2011 Named Executive Officers
in the following amounts as a percentage of the bonus target: 50% restricted stock units and 50% performance share units. 
 On
March 4, 2013, 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 2012
Named Executive Officers as follows: 
  

							
	 Executive
	  	 Title
	  	Restricted Stock 
Units
(50% of Bonus Target)	 
	Gregory S. Weishar	  	Chief Executive Officer	  	 	66,285	  
			
	Michael J. Culotta	  	Executive Vice President & Chief Financial Officer	  	 	26,561	  
			
	Robert McKay	  	Senior Vice President of Purchasing and Trade Relations	  	 	11,389	  
			
	Thomas Caneris	  	Senior Vice President, General Counsel, Chief Compliance Officer and Secretary	  	 	15,002	  








 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

	< 85.0% of Performance Target	  	0.0% of Award Target
		
	85.0% of Performance Target	  	50.0% of Award Target
		
	91.0% of Performance Target	  	70.0% of Award Target
		
	100.0% of Performance Target	  	100.0% of Award Target
		
	109.0% of Performance Target	  	130.0% of Award Target
		
	115.0% of Performance Target	  	150.0% of Award Target
		
	> 115.0% of Performance Target	  	150.0% 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

	< 85.0% of Performance Target	  	0.0% of Award Target
		
	85.0% of Performance Target	  	50.0% of Award Target
		
	91.0% of Performance Target	  	70.0% of Award Target
		
	100.0% of Performance Target	  	100.0% of Award Target
		
	109.0% of Performance Target	  	130.0% of Award Target
		
	115.0% of Performance Target	  	150.0% of Award Target
		
	> 115.0% of Performance Target	  	150.0% of Award Target


  
 2 








 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, 2016. 

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 2013 LTIP and shall be deemed to have been granted as of March 4, 2013. 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. 

  
 3