Summary of 2012 Long-Term Incentive Program



 Exhibit 10.39 
 PHARMERICA CORPORATION 
 SUMMARY OF 

2012 LONG-TERM INCENTIVE PROGRAM 
 2012 Long-Term Incentive Program 
 On January 18, 2012, the
Board of Directors of PharMerica Corporation (the “Corporation”), upon recommendation of the Compensation Committee, adopted the 2012 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, 2012 and ends on December 31, 2014. 
 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 2011 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
			
	 William Monast
	  	Executive Vice President of Sales and Client Management	  	160% 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 2012 LTIP awards for the fiscal 2011 Named Executive Officers
in the following amounts as a percentage of the bonus target: 60% restricted stock units and 40% performance share units. 
 On
January 18, 2012, 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
2011 Named Executive Officers as follows: 
  

							
	 Executive
	  	 Title
	  	Restricted Stock Units
(60% of Bonus
Target)	 
	 Gregory S. Weishar
	  	Chief Executive Officer	  	 	84,558    	  
			
	 Michael J. Culotta
	  	Executive Vice President & Chief Financial Officer	  	 	33,882    	  









							
	 William Monast
	  	Executive Vice President of Sales and Client Management	  	 	25,885    	  
			
	 Robert McKay
	  	Senior Vice President of Purchasing and Trade Relations	  	 	14,529    	  
			
	 Thomas Caneris
	  	Senior Vice President, General Counsel, Chief Compliance Officer and Secretary	  	 	19,138    	  

 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

	 < 80.0% of Performance Target
	  	0.0% of Award Target
		
	    80.0% of Performance Target
	  	40.0% of Award Target
		
	    90.0% of Performance Target
	  	70.0% of Award Target
		
	    100.0% of Performance Target
	  	100.0% of Award Target
		
	    110.0% of Performance Target
	  	137.5% of Award Target
		
	    120.0% of Performance Target
	  	175.0% of Award Target
		
	 > 120.0% of Performance Target
	  	175.0% 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

	 < 80.0% of Performance Target
	  	0.0% of Award Target
		
	    80.0% of Performance Target
	  	40.0% of Award Target
		
	    90.0% of Performance Target
	  	70.0% of Award Target









			
	     100.0% of Performance Target
	  	100.0% of Award Target
		
	     106.0% of Performance Target
	  	122.5% of Award Target
		
	     110.0% of Performance Target
	  	137.5% of Award Target
		
	     120.0% of Performance Target
	  	175.0% of Award Target
		
	 > 120.0% of Performance Target
	  	175.0% of Award Target

 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, 2015. 

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 2012 LTIP and shall be deemed to have been granted as of January 18, 2012. 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.