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Exhibit 10.33  


 
 

NON-QUALIFIED STOCK OPTION FOR OFFICERS AND
  OTHER KEY EMPLOYEES
  (Amended)    
    


To:



Date
of Grant: 


        This
letter is to confirm the terms of an option, effective as of the Date of Grant, to purchase            shares of common stock, par value $0.01 ("Common Stock"), of
NeighborCare, Inc., a Pennsylvania corporation (the "Company"), at a price of            per share pursuant to the Company's 2001 Stock Option Plan (the "Plan"). This option is a
Non-Qualified Stock Option within the meaning of the Plan. 


        This
option shall terminate and is not exercisable after ten years from the date of its grant (the "Scheduled Termination Date"), except if terminated earlier as hereafter provided. 


        Your
option may be exercised on and after the dates and to the extent it has vested as provided below (minus the number of shares previously purchased by exercise of the option and as
adjusted for any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation,
transfer of assets,
reorganization, conversion or what the Board of Directors deems in its sole discretion to be similar circumstances): 



	DATE	 	NUMBER OF SHARES VESTING
	

TOTAL SHARES VESTING	
 	

 






        Under
the Plan, in the event of a "Change of Control" (as defined below) of the Company, your option may, from and after the date which is six months after the Change of Control, and
notwithstanding the immediately preceding paragraph, be exercised for up to 100% of the total number of shares then subject to the option minus the number of shares previously purchased upon exercise
of the option (as adjusted for any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its sole discretion to be similar circumstances) and your vesting date will accelerate accordingly. A
"Change of Control" shall be deemed to have occurred upon the happening of any of the following events: 


        1.     As
a result of any transaction, any one shareholder becomes a beneficial owner, directly or indirectly, of securities of the Company representing more than 40% of the
Common Stock of the Company or the combined voting power of the Company's then outstanding securities; or 


        2.     Any
other event deemed to constitute a "Change of Control" by the Committee. 



        In
addition to the rights set forth above and in addition to (and not in derogation of) any rights set forth in any applicable employment agreement, you have the rights set forth in this
paragraph. In the event of a Change in Control (as defined below), any portion of your option that is then-outstanding and not then-exercisable or vested shall vest in full and
become immediately exercisable, unless 75 percent of the Incumbent Directors (as defined below) determine prior to the Change in Control that the immediate of vesting provided for in this
sentence shall not occur, in which case the provision of the grant that otherwise determined the vesting schedule for such awards (including without limitation the provisions related to Change of
Control set forth above) shall continue to control. "Change in Control" means: (i) the occurrence of an event that would, if known to 


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NeighborCare's
management, be required to be reported by NeighborCare as a change in control under Form 8-K pursuant to the 1934 Act; or (ii) the acquisition or receipt, in
any manner, by any person (as defined for purposes of the 1934 Act) or any group of persons acting in concert, of direct or indirect beneficial ownership (as defined for purposes of the 1934 Act) of
forty percent (40%) or more of the combined voting securities ordinarily having the right to vote for the election of directors of NeighborCare; or (iii) a change in the constituency of the
Board with the result that individuals (the "Incumbent Directors") who are members of the Board on June 15, 2004, cease for any reason to constitute at least a majority of the Board, provided
that any individual who is elected to the Board after the June 15, 2004, and whose nomination for election was unanimously approved by the Incumbent Directors shall be considered an Incumbent
Director beginning on the date of his or her election to the Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or
threatened election contest (as defined for purposes of the 1934 Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a person other than the Board; or (iv) the sale, exchange, liquidation or other disposition of all or a significant portion of NeighborCare's business or assets, or the execution by
NeighborCare of a binding agreement providing for such a transaction; unless in any such case, at least a majority of the Incumbent Directors determine, prior to the occurrence of such Change in
Control, that no Change in Control has or will have occurred; or (v) the occurrence of a reorganization, merger, consolidation or other corporate transaction involving NeighborCare, in each
case, with respect to which NeighborCare's shareholders immediately prior to such transaction do not, immediately after such transaction, own more than fifty percent (50%) of the combined voting
securities ordinarily having the right to vote for the election of directors of NeighborCare or other corporation resulting from such transaction; or (vi) the approval by NeighborCare's
shareholders of a complete liquidation or dissolution of NeighborCare; or (vii) any similar transaction, circumstance or event which the Committee determines to constitute a Change in Control. 



        You
may exercise your option by giving written notice to the Secretary of the Company on forms supplied by the Company at its then principal executive office, accompanied by payment of
the option price for the total number of shares you specify that you wish to purchase. The payment may be in any of the following forms: (a) cash, which may be evidenced by a check and includes
cash received from a stock brokerage firm in a so-called "cashless exercise"; (b) (unless prohibited by the Committee) certificates representing shares of Common Stock of the
Company, which will be valued by the Secretary of the Company at the fair market value per share of the Company's Common Stock (as determined in accordance with the Plan) on the date of delivery of
such certificates to the Company, accompanied by an assignment of the stock to the Company; or (c) (unless prohibited by the Committee) any combination of cash and Common Stock of the Company
valued as provided in clause (b). The use of the so-called attestation procedure to exercise a stock option may
be permitted by the Committee. Any assignment of stock shall be in a form and substance satisfactory to the Secretary of the Company, including guarantees of signature(s) and payment of all transfer
taxes if the Secretary deems such guarantees necessary or desirable. 


        Your
option will, to the extent not previously exercised by you, terminate three months after the date on which your employment by the Company or a Company subsidiary corporation is
terminated (whether such termination be voluntary or involuntary) other than by reason of disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, or death, in which case your option will terminate one year from the date of termination of employment due to disability or death (but in no event later than
the Scheduled Termination Date). After the date your employment is terminated, as aforesaid, you may exercise this option only for the number of shares which you had a right to purchase and did not
purchase on the date your employment terminated. Provided you are willing to continue your employment for the Company or a successor after a Change of Control at the same compensation you enjoyed
immediately prior to such Change of Control, if your employment is involuntarily terminated without cause after a Change of 


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Control,
you may exercise this option for the number of shares you would have had a right to purchase on the date of an acceleration event. If you are employed by a Company subsidiary corporation,
your employment shall be deemed to have terminated on the date your employer ceases to be a Company subsidiary corporation, unless you are on that date transferred to the Company or another Company
subsidiary corporation. Your employment shall not be deemed to have terminated if you are transferred from the Company to a Company subsidiary corporation, or vice versa, or from one Company
subsidiary corporation to another Company subsidiary corporation. 


        If
you die while employed by the Company or a Company subsidiary corporation, your executor or administrator, as the case may be, may, at any time within one year after the date of your
death (but in no event later than the Scheduled Termination Date), exercise the option as to any shares which you had a right to purchase and did not purchase during your lifetime. If your employment
with the Company or a Company parent or subsidiary corporation is terminated by reason of your becoming disabled (within the meaning of Section 22(e)(3) of the Code and the regulations
thereunder), you or your legal guardian or custodian may at any time within one year after the date of such termination (but in no event later than the Scheduled Termination Date), exercise the option
as to any shares which you had a right to purchase and did not purchase prior to such termination. Your executor, administrator, guardian or custodian must present proof of his authority satisfactory
to the Company prior to being allowed to exercise this option. 


        In
the event of any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its sole discretion to be similar circumstances, the number and kind of shares subject to this option and
the option price of such shares shall be appropriately adjusted in a manner to be determined in the sole discretion of the Committee. 


        In
the event of a liquidation or proposed liquidation of the Company, including (but not limited to) a transfer of assets followed by a liquidation of the Company, or in the event of a
Change of Control (as previously defined) or proposed Change of Control, the Committee shall have the right to require you to exercise this option upon thirty (30) days prior written notice to
you. If at the time such written notice is given this option is not otherwise exercisable, the written notice will set forth your right to exercise this option even though it is not otherwise
exercisable. In the event this option is not exercised by you within the thirty (30) day period set forth in such written notice, this option shall terminate on the last day of such thirty
(30) day period, notwithstanding anything to the contrary contained in this option. 


        Except
for transfers to a "family member" as defined by and under the terms set forth in the Plan, this option is not transferable otherwise than by will or the laws of descent and
distribution, and is exercisable during your lifetime only by you, including, for this purpose, your legal guardian or custodian in the event of disability. Until the option price has been paid in
full pursuant to due exercise of this option and the purchased shares are delivered to you, you do not have any rights as a shareholder of the Company. The Company reserves the right not to deliver to
you the shares purchased by virtue of the exercise of this option during any period of time in which the Company deems, in its sole discretion, that such delivery would violate a federal, state, local
or securities exchange rule, regulation or law. 


        Notwithstanding
anything to the contrary contained herein, this option is not exercisable until all the following events occur and during the following periods of time: 


        (a)   Until
the Plan pursuant to which this option is granted is approved by the shareholders of the Company in the manner prescribed by the Code and the regulations
thereunder; 


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        (b)   Until
this option and the optioned shares are approved and/or registered with such federal, state and local regulatory bodies or agencies and securities exchanges as the
Company may deem necessary or desirable; 


        (c)   During
any period of time in which the Company deems that the exercisability of this option, the offer to sell the shares optioned hereunder, or the sale thereof, may
violate a federal, state, local or securities exchange rule, regulation or law, or may cause the Company to be legally obligated to issue or sell more shares than the Company is legally entitled to
issue or sell; or 


        (d)   Until
you have paid or made suitable arrangements to pay (which may include payment through the surrender of Common Stock, unless prohibited by the Committee)
(i) all federal, state and local income tax withholding required to be withheld by the Company in connection with the option exercise and (ii) the employee's portion of other federal,
state and local payroll and other taxes due in connection with the option exercise. 



        The
following two paragraphs shall be applicable if, on the date of exercise of this option, the Common Stock to be purchased pursuant to such exercise has not been registered under the
Securities Act of 1933, as amended, and under applicable state securities laws, and shall continue to be applicable for so long as such registration has not occurred: 


        (a)   The
optionee hereby agrees, warrants and represents that he will acquire the Common Stock to be issued hereunder for his own account for investment purposes only, and
not with a view to, or in connection with, any resale or other distribution of any of such shares, except as hereafter permitted. The optionee further agrees that he will not at any time make any
offer, sale, transfer, pledge or other disposition of such Common Stock to be issued hereunder without an effective registration statement under the Securities Act of 1933, as amended, and under any
applicable state securities laws or an opinion of counsel acceptable to the Company to the effect that the proposed transaction will be exempt from such registration. The optionee shall execute such
instruments, representations, acknowledgements and agreements as the Company may, in its sole discretion, deem advisable to avoid any violation of federal, state, local or securities exchange rule,
regulation or law. 


        (b)   The
certificates for Common Stock to be issued to the optionee hereunder shall bear the following legend: 



        "The
shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. The shares have been
acquired for investment and may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Securities Act of 1933, as amended, and under
any applicable state securities laws or an opinion of counsel acceptable to the Company that the proposed transaction will be exempt from such registration." 




        The
foregoing legend shall be removed upon registration of the shares bearing the legend under the Securities Act of 1933, as amended, and under any applicable state laws or upon receipt
of any opinion of counsel acceptable to the Company that said registration is no longer required. 


        The
sole purpose of the agreements, warranties, representations and legend set forth in the two immediately preceding paragraphs is to prevent violations of the Securities Act of 1933,
as amended, and any applicable state securities laws. 


        It
is the intention of the Company and you that this option shall not be an "Incentive Stock Option" as that term is used in Section 422(b) of the Code and the regulations
thereunder. 


        Nothing
herein shall modify your status as an at-will employee of the Company. Further, nothing herein guarantees you employment for any specified period of time. This means
that either you or the Company may terminate your employment at any time for any reason, with or without cause, or for no 


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reason.
You recognize that, for instance, you may terminate your employment or the Company may terminate your employment prior to the date on which your option becomes vested or exercisable. 



        Any
dispute or disagreement between you and the Company with respect to any portion of this option or its validity, construction, meaning, performance or your rights hereunder shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However, prior to submission to
arbitration you will attempt to resolve any disputes or disagreements with the Company over this option amicably and informally, in good faith, for a period not to exceed two weeks. Thereafter, the
dispute or disagreement will be submitted to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, you and the Company may resolve the dispute by settlement. You and the
Company shall equally share the costs charged by the American Arbitration Association or its successor, but you and the Company shall otherwise be solely responsible for your own respective counsel
fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on you and the
Company. Further, neither you nor the Company shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with
the provisions of the award. 


        This
option shall be subject to the terms of the Plan in effect on the date this option is granted, which terms are hereby incorporated herein by reference and made a part hereof. In the
event of any conflict between the terms of this option and the terms of the Plan in effect on the date of this option, the terms of the Plan shall govern. This option constitutes the entire
understanding between the Company and you with respect to the subject matter hereof and no amendment, supplement or waiver of this option, in whole or in part, shall be binding upon the Company unless
in writing and signed by the President of the Company. This option and the performances of the parties hereunder shall be construed in accordance with and governed by the laws of the Commonwealth of
Pennsylvania. 


        Please
sign the copy of this option and return it to the Senior Vice President Human Resources, thereby indicating your understanding of and agreement with its terms and
conditions.



	 	 	NeighborCare, Inc.
	

 	
 	

By:	
 	







        I
hereby acknowledge receipt of a copy of the foregoing stock option and, having read it hereby signify my understanding of, and my agreement with, its terms and conditions. 



	

 	
 	

 
	

 	
 	

 
	
	 	
 (Date)




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NON-QUALIFIED STOCK OPTION FOR OFFICERS AND OTHER KEY EMPLOYEES (Amended)