exhibit10-26.htm


     

    
      
         

        
          
             

            Exhibit
10.26

             

            


          

        

         

      

    

    


    


    


                       [Date]

    


    


    [Name]

    [Address]

    


    Dear
[Name]:

    


    I am
pleased to inform you that the Compensation and Incentive Committee of the Board
of Directors of Omnicare, Inc. (herein sometimes called the "Company"), at its
meeting on [Date], has granted you [●] shares of common stock under
the Omnicare, Inc. 2004 Stock and Incentive Plan (the "Plan").  This
letter evidences the issuance or transfer of such shares to you today and sets
forth the Agreement under which such shares (hereinafter sometimes called the
"Restricted Shares") are being issued or transferred to you.

    


    
      	
              1.  

            	
              The
      Restricted Shares are issued or transferred to you subject to the
      following restrictions:

            


    

    


    
      	
              (a)  

            	
              As
      long as you are employed by the Company or a Subsidiary (as defined in
      paragraph 9 below) and until the restrictions set forth in this
      subparagraph (a) lapse in accordance with paragraph 5, you will not,
      except as otherwise specifically required or permitted by this Agreement,
      sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any
      of the Restricted Shares or any interest
  therein.

            


    

    


    
      	
              (b)  

            	
              During
      your employment with the Company or a Subsidiary, you will not, except as
      otherwise required or permitted by this Agreement, sell, exchange,
      transfer, pledge, hypothecate or otherwise dispose of any Restricted
      Shares, or any interest therein, with respect to which the restrictions on
      transfer herein imposed have not lapsed ("Non-vested
    Shares").

            


    

    


    
      	
              2.  

            	
              Upon
      the issuance or transfer to you of the Restricted Shares, subject to the
      restrictions imposed by paragraph 1 of this Agreement, you shall be a
      stockholder of record of the Company with respect to the Restricted Shares
      and shall have, subject to the immediately following proviso, all rights
      of a holder of common stock with respect to such shares (including the
      right to vote such shares at any meeting of holders of common stock);
      provided, however, that any dividends declared and paid with respect to
      Non-vested Shares (“Non-Vested Dividends”) shall be distributable to you
      in accordance with this paragraph 2.  The Company shall
      contribute the Non-Vested Dividends to an irrevocable “rabbi trust” (which
      shall be a grantor trust within the meaning of Sections 671-678 of the
      Internal Revenue Code of 1986, as amended) for your benefit (the “Rabbi
      Trust”).  As soon as practicable following the vesting of any
      Non-vested Shares in accordance with paragraph 5 of this Agreement (but in
      no event more than two and a half months following the date of such
      vesting), the following amounts will be paid to you: (i) the Non-Vested
      Dividends, if any, with respect to such shares and (ii) interest on such
      Non-vested Dividends for the period from the date the applicable dividends
      were paid to other stockholders to the date of actual payment under this
      paragraph 2 at a rate equal to the highest interest rate, determined as of
      the first day of the month in which the applicable dividends were paid to
      the other stockholders, payable by the Company on any of its outstanding
      publicly-traded debt (or if no such public debt is then outstanding, the
      rate at which the Company could then borrow from its primary bank lender)
      plus 100 basis points (the "Imputed Interest"). In the event that
      you forfeit any Non-vested Shares in accordance with paragraph 5(b) of
      this Agreement, you shall forfeit the right to the Non-Vested Dividends
      and any related Imputed Interest with respect to such
      shares.  Assets in the Rabbi Trust are not subject to the claims
      of the Company’s general creditors unless the Company is insolvent or in
      bankruptcy.  Amounts contributed to the Rabbi Trust for your
      benefit shall be invested as directed by the Company in its sole
      discretion and you shall not have any claim against the Company with
      respect to the investment decisions made by the Company.  If at
      the end of any calendar quarter in which any Non-vested Dividends remain
      payable to you the amount of such Non-vested Dividends plus the related
      Imputed Interest accrued as of such date exceeds the value of the assets
      in the Rabbi Trust allocated to pay such amounts, the Company shall
      contribute an additional amount to the Rabbi Trust equal to such
      excess.  To evidence the restrictions set forth in this
      Agreement and until such restrictions shall have lapsed, the certificates
      for the Restricted Shares shall carry a legend to the effect, in form
      satisfactory to the Company's counsel, that they were issued or
      transferred subject to, and may be sold or otherwise disposed of only in
      accordance with, the terms of this
Agreement.

            


    

    


    
      	
              3.  

            	
              Under
      Section 83(b) of the Internal Revenue Code, you may, within 30 days from
      the date of grant of the Restricted Shares, make an election which would
      cause you to be taxed on the value of such Shares based on their Fair
      Market Value (as defined in the Plan) on the date of grant; otherwise, in
      the absence of such an election, you will be taxed at the times of the
      lapses of the restrictions on the Restricted Shares, based on their Fair
      Market Value at the times of the lapses.  Such taxes may be paid
      in cash or by the surrender of shares of Omnicare common
      stock.

            


    

    


    
      	
              4.  

            	
              In
      the event that, as the result of a stock dividend, stock split,
      recapitalization, merger, consolidation, reorganization, or other similar
      event, you shall, as the owner of Restricted Shares, be entitled, under
      the terms of the Plan or otherwise, to new or additional or different
      shares or securities as follows:  (a) such new or additional or
      different shares or securities shall be deemed "Restricted Shares," (b)
      all the provisions of this Agreement relating to restrictions and lapse of
      restrictions shall be applicable thereto, and (c) the certificates or
      other instruments evidencing such new or additional or different shares or
      securities shall bear the legend referred to in the last sentence of
      paragraph 2.  The foregoing restrictions shall not apply to any
      fractional shares resulting from any such event, or to any preemptive or
      other rights to purchase securities to which you, as a holder of
      Restricted Shares, may become entitled in connection with a public
      offering of common stock.

            


    

    


    
      	
              5.  

            	
               

            


    

    
      	
              (a)  

            	
              The
      restrictions set forth in paragraph 1 above on the transfer of the
      Restricted Shares shall lapse as to ten (10) percent of the total grant of
      Restricted Shares on each anniversary of the date of grant, subject to all
      the then applicable provisions of this
  Agreement.

            


    

    


    
      	
              (b)  

            	
              Except
      as may otherwise be provided in any other agreement between you and the
      Company, if your employment with the Company or a Subsidiary shall, while
      you hold any Non-vested Shares, terminate by reason of (i) death, (ii)
      disability, (iii) retirement under a retirement plan of the Company or a
      Subsidiary at or after normal retirement age with the consent of the
      Compensation and Incentive Committee (taking into account, among other
      factors, your length of service at the time of retirement, the degree of
      your prior contribution to the Company, any continuing benefits to the
      Company, and the personal circumstances of your retirement, (iv) a
      termination without "cause" by the Company following your attainment of
      age 65 and at least 10 years of service, or (v) following a change in
      control of the Company, the restrictions on transfer applicable to such
      Non-vested Shares shall lapse in their entirety as of the effective date
      of such termination of employment.  If your employment with the
      Company or a Subsidiary shall, while you hold any Non-vested Shares, be
      terminated by the Company or if you resign from your employment with the
      Company, such Non-vested Shares shall be forfeited by you as of the
      effective date of such termination, unless such termination results in
      such shares becoming fully vested upon one of the events specified in the
      immediately preceding sentence.  For purposes hereof, the term
      “cause” shall mean embezzlement or misappropriation of corporate funds,
      commission of a felony, misconduct resulting in material injury to the
      Company or any Subsidiary, significant activities harmful to the
      reputation of the Company or any Subsidiary, a significant violation of
      Company or Subsidiary policy, willful refusal to perform, or substantial
      disregard of, the duties properly assigned to you, or a significant
      violation of any contractual obligation to the Company or any
      Subsidiary.  Notwithstanding the foregoing, in the event you are
      party to an employment (or similar) agreement with the Company or any
      Subsidiary that defines the term "cause," such definition shall apply for
      purposes of this Agreement.

            


    

    


    
      	
              (c)  

            	
              If,
      as and when the restrictions lapse with respect to Restricted Shares
      pursuant to this paragraph 5, there will be delivered to you, promptly
      upon your request, certificates free of any legend for a like number of
      shares in exchange for the certificates for such Restricted Shares bearing
      the legend referred to in paragraph 2 of this
  Agreement.

            


    

    


    
      	
              6.  

            	
              Except
      as otherwise expressly required or permitted by this Agreement, no right,
      benefit or interest in the Restricted Shares or under this Agreement shall
      be subject to anticipation, alienation, sale, assignment, encumbrance,
      charge, pledge or hypothecation.

            


    

    


    
      	
              7.  

            	
               

            


    

    
      	
              (a)  

            	
              Nothing
      in paragraph 1 or elsewhere in this  Agreement shall preclude a
      transfer to your legal representatives following your death or a
      distribution to the persons provided for in paragraph 7(b)(iii) or shall
      preclude you, upon  not less than thirty (30) days advance
      written notice to the Company, from making a gift of any Restricted
      Shares, or any interest therein,

            


    

    


    
      	
               
      

            	
              (i)

            	
              to
      one or more of your Immediate Family
Members,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              to
      a trust of which the beneficiary or beneficiaries of the corpus or of the
      income, or both, is either yourself or one or more of your Immediate
      Family Members, or both, or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              to
      a corporation all of the stock of which is owned by you or one or more of
      your Immediate Family Members, or
both.

            


    

    


    For the
purposes of this provision, an "Immediate Family Member" shall be deemed to be a
spouse, child, stepchild, grandchild, parent, brother or sister or child of a
brother or sister of yours, whether of the whole or half blood, and whether the
relationship arose by adoption.

    


    
      	
               
      

            	
              (b)

            	
              The
      term "Donee", as used in this Agreement, shall be deemed to
      mean

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      person, or collectively, all the persons (including a trust or
      corporation), to whom a gift permitted by paragraph 7(a) has been made by
      you,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              your
      legal representatives following your  death,
  and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      persons to whom Restricted Shares shall be  distributed by your
      legal representatives as  the persons whom they believe to be
      entitled  thereto under your will, or, in case
      of  intestacy, under the laws relating
      to  intestacy.

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      case of any gift, transfer or distribution to a
  Donee,

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Restricted Shares so given, transferred or  distributed shall
      continue to be subject to all  the restrictions and other
      provisions of
this  Agreement,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      certificates for the Restricted Shares so given, transferred or
      distributed shall bear the legend referred to in paragraph 2 of
      this  Agreement, and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Donee shall, with respect to the Restricted Shares so given, transferred
      or distributed, have all the powers and shall be required to comply with
      all the restrictions and other provisions of this Agreement requiring the
      taking, or refraining from taking, of action to the same extent as you
      were immediately prior to the making of such gift, transfer or
      distribution.

            


    

    


    
      	
              8.  

            	
              Any
      provision of this Agreement to the contrary, the Company may take such
      steps as it believes necessary or desirable to obtain sufficient funds
      from you to pay all taxes, if any, required by law to be withheld in
      respect of the Restricted Shares or the payment of any amounts from the
      Rabbi Trust including, but not limited to, requiring payments to the
      Company by you or on your behalf and/or taking deductions from amounts
      payable by the Company or the Rabbi Trust to you or on your
      behalf.

            


    

    


    
      	
              9.  

            	
              As
      used in this Agreement, the term "Company, or a Subsidiary" shall mean the
      Company, its divisions and units, and all corporations or other forms of
      business association of which shares (or other ownership interests) having
      50% or more of the voting power regularly entitled to vote for directors
      (or equivalent management) or regularly entitled to receive 50% or more of
      the dividends (or their equivalents) paid on the common stock (or its
      equivalent) are owned or controlled, directly or indirectly, by the
      Company.

            


    

    


    
      	
              10.  

            	
              Each
      of the parties hereto agrees to execute and deliver all consents and other
      instruments and to take all other actions deemed necessary or desirable by
      counsel for the Company to carry out each term of this
      Agreement.  Without limiting the generality of the foregoing,
      you shall, if and when requested by the Company, deposit any or all
      certificates for the Restricted Shares, together with a stock power or
      other instrument of transfer appropriately executed in blank, with a bank
      and under a deposit agreement approved by the Company and, following such
      deposit, certificates for the Restricted Shares shall no longer carry the
      legend referred to in paragraph 2 of this Agreement, and new certificates
      shall be issued in place thereof, in which event, each of the parties
      agrees to give such instructions and to deliver or refrain from delivering
      such notices to the bank acting under such deposit agreement as may be
      necessary to carry out each term of this Agreement, to the end that all
      property deposited under such deposit agreement shall be paid,
      transferred, released or otherwise disposed of in accordance with the
      terms of this Agreement and each obligation thereunder.  Each
      party recognizes that the other party has no adequate remedy at law for
      breach of this Agreement and recognizes, consents and agrees that the
      other party shall be entitled to an injunction or decree of specific
      performance directed to the other party and to the bank acting under any
      such deposit agreement requiring that the provisions of this Agreement be
      carried out.

            


    

    


    
      	
              11.  

            	
               

            


    

    
      	
              (a)  

            	
              Any
      notice to the Company under or pursuant to this Agreement shall be deemed
      to have been given if and when delivered in person to the Secretary of the
      Company or if and when mailed by certified or registered mail to the
      Secretary of the Company at the executive offices of the Company, 100 E.
      RiverCenter Boulevard, Suite 1600, Covington, KY 41011, or such other
      address as the Company may from time to time designate in writing by
      notice to you given pursuant to paragraph 11(b)
  hereof.

            


    

    


    
      	
              (b)  

            	
              Any
      notice to you under or pursuant to this Agreement shall be deemed to have
      been given if and when delivered to you in person or if and when mailed by
      certified or registered mail to you at your address hereinabove given or
      such other address as you may from time to time designate in writing by
      notice to the Company given pursuant to paragraph 11(a)
    above.

            


    

    


    
      	
              12.  

            	
              Notwithstanding
      any remedy provided for in this Agreement, nothing in this Agreement shall
      preclude the Company from taking any other action or enforcing any other
      remedy available to the Company.

            


    

    


    
      	
              13.  

            	
              This
      Agreement has been executed pursuant to the Plan, which is hereby
      incorporated herein by reference.  If any provision of this
      Agreement shall be inconsistent with any term or condition in the Plan,
      then the specific term or condition in the Plan shall supersede the
      conflicting provision in this Agreement as to the shares of common stock
      covered by the Plan.

            


    

    


    
      	
              14.  

            	
              This
      Agreement shall be binding upon and inure to the benefit of the Company,
      its successors and assigns, and you, and to the extent applicable, each
      Donee.

            


    

    


    
      	
              15.  

            	
              THIS
      AGREEMENT HAS BEEN EXECUTED, AND IT AND THE RESTRICTED SHARES HAVE BEEN OR
      ARE TO BE DELIVERED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
      AND THE VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS
      AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
      DELAWARE.

            


    

    


    
      	
              16.  

            	
              In
      consideration of your receipt of stock awards on [Date], you hereby
      reconfirm your promises and obligations as set forth in the agreement with
      Omnicare, Inc. (or a subsidiary thereof) governing your employment or
      otherwise containing covenants in favor of Omnicare, Inc. (and/or such
      subsidiary) in respect of nondisclosure, nonsolicitation and
      noncompetition.

            


    

    


    


                       Very truly
yours,

    


    


                       Joel F.
Gemunder

    


    


    Executed
and agreed to as of:

    


    
      	 
      
	 
      
	
              (
      [Name] )

            
	 
      
	
              Date: