Ex 10.5




Exhibit 10.5




[Date]


[Name]
[Address]


Dear [Name]:


I am pleased to inform you that the Compensation, Nominating and Governance Committee (the “Committee”) of the Board of Directors of Omnicare, Inc. (herein sometimes called the “Company”), at its meeting on [Date], has granted you [●] restricted 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.  All capitalized terms not defined in this Agreement, shall have the meanings set forth in the  Plan.


		
	1.
	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 until the restrictions set forth in this subparagraph (a) lapse in accordance with paragraph 5.  (Restricted Shares subject to restrictions, the “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.  Such Non-Vested Dividends shall be held by the Company as a general obligation without interest and shall be paid 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).   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 with respect to such shares.    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 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, 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 twenty-five (25) 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 (A) your employment with the Company or a Subsidiary shall, while you hold any Non-vested Shares, terminate (i) by reason of death, (ii) by reason of Disability, (iii) by reason of retirement under the Company’s Employees Savings and Investment Plan at or after normal retirement age with the consent of the 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), or (iv) following a Change in Control (as defined in the Plan) 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.  




		
	(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 of Common Stock 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, including forfeiture by reason of your termination of employment,




		
	(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 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 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 General Counsel 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.
	Nothing in this Agreement shall confer upon you any right to continue as an employee of the Company or a Subsidiary or to interfere in any way with the right of the Company or a Subsidiary to terminate your employment at any time or to change the terms and conditions of such employment. 




		
	17.
	In addition to any compensation recovery (clawback) which may be required by this Agreement, law or regulation (including but not limited to any clawback required by Section 954 of the Dodd-Frank Act), you acknowledge and agree that any compensation paid under this Agreement shall be subject to any clawback requirements as set forth in the Company’s corporate governance guidelines or policies and to any similar successor provisions as may be in effect from time to time, including by reason of guidelines or policies adopted following your termination of employment. 




Very truly yours,








Executed and agreed to as of:




                    
( [Name] )




Date: