Exhibit 10.1





Exhibit 10.1




AMERISOURCEBERGEN CORPORATION

2002 EMPLOYEE STOCK PURCHASE PLAN




(as amended and restated through January 1, 2010)





	I.	 	PURPOSE OF THE PLAN





This 2002 Employee Stock Purchase Plan is intended to promote the interests of
AmerisourceBergen Corporation (“the Company”) by providing eligible employees with the opportunity
to acquire a proprietary interest in the Company through participation in a payroll-deduction based
employee stock purchase plan intended to meet the requirements of section 423 of the Code.



This amendment and restatement of the Plan as set forth below, will be effective January 1,
2010 and will apply to any purchase right granted, or stock transferred pursuant to any purchase
right granted, on or after January 1, 2010. Any purchase right granted, or stock transferred
pursuant to any purchase right granted, prior to January 1, 2010 will be governed by the terms and
conditions of the Plan in effect at the time such purchase right was granted.




Capitalized terms herein shall have the meanings assigned to such terms in Article XII.




	II.	 	ADMINISTRATION OF THE PLAN





The Plan Administrator shall have full authority to interpret and construe any provision of
the Plan and to adopt such rules and regulations for administering the Plan as it may deem
necessary or appropriate in order to implement the Plan or to comply with the requirements of
section 423 of the Code. Decisions of the Plan Administrator shall be final and binding on all
parties having an interest in the Plan.




	III.	 	STOCK SUBJECT TO PLAN





A. The stock purchasable under the Plan shall be shares of authorized but unissued or
reacquired Common Stock, including shares of Common Stock purchased on the open market. The maximum
number of shares of Common Stock which may be issued over the term of the Plan shall not exceed
4,000,000 shares as of the original effective date of the Plan.



B. Should any change be made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company’s receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and class of securities issuable under the
Plan, (ii) the maximum number and class of securities purchasable per Participant on any one
Purchase Date and (iii) the number and class of securities and the price per share in effect under
each outstanding purchase right in order to prevent the dilution or enlargement of benefits
thereunder.


 


 









 






	IV.	 	PURCHASE/HOLDING PERIODS





A. Shares of Common Stock shall be offered for purchase under the Plan through a series of
successive purchase periods until such time as (i) the maximum number of shares of Common Stock
available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been
sooner terminated.



B. Except as otherwise provided in Section VII-G or as otherwise provided by the Plan
Administrator, each purchase period shall have a duration of six (6) months. The start date and end
date for each purchase period shall be established by the Plan Administrator from time to time.



C. Except as otherwise provided by the Plan Administrator, a Participant may not dispose of
any share of Common Stock purchased under the Plan prior to six months after the transfer of the
share to the Participant.




	V.	 	ELIGIBILITY





A. Each individual who (i) is an Eligible Employee on the start date of any purchase period
and (ii) has completed thirty (30) days of service with the Company or any Corporate Affiliate
prior to such start date shall be eligible to participate in the Plan for that purchase period on
such start date.



B. To participate in the Plan for a particular purchase period, the Eligible Employee must
complete the enrollment forms prescribed by the Plan Administrator (including a stock purchase
agreement and a payroll deduction authorization form) and file such forms with the Plan
Administrator (or its designate) on or before the 30th day preceding the start date of the purchase
period.




	VI.	 	PAYROLL DEDUCTIONS





A. The payroll deduction authorized by the Participant for purposes of acquiring shares of
Common Stock under the Plan may be any multiple of one percent (1%) of the Base Salary paid to the
Participant during each purchase period, up to a maximum of twenty-five percent (25%). The
deduction rate so authorized shall continue in effect for the entire purchase period. However, the
Participant may, at any time during the purchase period, reduce his or her rate of payroll
deduction to become effective as soon as possible after filing the appropriate form with the Plan
Administrator. The Participant may not, however, effect more than one such reduction per purchase
period.



B. Payroll deductions shall begin on the first pay day following the start date of the
purchase period and shall (unless sooner terminated by the Participant) continue through the pay
day ending with or immediately prior to the last day of the purchase period. The amounts so
collected shall be credited to the Participant’s book account under the Plan, but no interest shall
be paid on the balance from time to time outstanding in such account. The amounts collected from
the Participant shall not be held in any segregated account or trust fund and may be commingled
with the general assets of the Company and used for general corporate purposes.


 


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C. Payroll deductions shall automatically cease upon the termination of the Participant’s
purchase right in accordance with the provisions of the Plan.




	VII.	 	PURCHASE RIGHTS





A. Grant of Purchase Right. A Participant shall be granted a separate purchase right on the
start date of each purchase period in which he or she participates. The purchase right shall
provide the Participant with the right to purchase shares of Common Stock on the Purchase Date upon
the terms set forth below. The Participant shall execute a stock purchase agreement embodying such
terms and such other provisions (not inconsistent with the Plan) as the Plan Administrator may deem
advisable.



Under no circumstances shall purchase rights be granted under the Plan to any Eligible
Employee if such individual would, immediately after the grant, own (within the meaning of section
424(d) of the Code or hold outstanding options or other rights to purchase, stock possessing five
percent (5%) or more of the total combined voting power or value of all classes of stock of the
Company or any Corporate Affiliate.



B. Exercise of the Purchase Right. Each purchase right shall be automatically exercised on
the Purchase Date, and shares of Common Stock shall accordingly be purchased on behalf of each
Participant (other than any Participant whose payroll deductions have previously been refunded in
accordance with the Termination of Purchase Right provisions below) on such date. The purchase
shall be effected by applying the Participant’s payroll deductions for the purchase period ending
on such Purchase Date to the purchase of shares of Common Stock (subject to the limitation on the
maximum number of shares purchasable per Participant on any one Purchase Date) at the purchase
price in effect for that purchase period.



C. Purchase Price. The purchase price per share at which Common Stock will be purchased on
the Participant’s behalf on each Purchase Date shall be equal to ninety-five percent (95%) of the
Fair Market Value per share of Common Stock on that Purchase Date.



D. Number of Purchasable Shares. The number of shares of Common Stock purchasable by a
Participant on each Purchase Date shall be the number of shares obtained by dividing the amount
collected from the Participant through payroll deductions during the purchase period ending with
that Purchase Date by the purchase price in effect for that Purchase Date. In no event shall
fractional shares be purchased under the Plan. Notwithstanding the foregoing and subject to the
limitations described in Article VIII, no participant may purchase more 1,000 shares of Common
Stock on a Purchase Date.



E. Excess Payroll Deductions. Any payroll deductions not applied to the purchase of Common
Stock by reason of any limitation on the maximum number of shares purchasable by the Participant on
the Purchase Date (whether such limitation is pursuant to Section VII-D, Article VIII or otherwise)
shall be promptly refunded.


 


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F. Termination of Purchase Right. The following provisions shall govern the termination of
outstanding purchase rights:



(i) A Participant may, at any time prior to the last day of the purchase period, terminate his
or her outstanding purchase right by filing the appropriate form with the Plan Administrator (or
its designate), and no further payroll deductions shall be collected from the Participant with
respect to the terminated purchase right. Any payroll deductions collected during the purchase
period in which such termination occurs shall, at the Participant’s election, be immediately
refunded or held for the purchase of shares on the next Purchase Date. If no such election is made
at the time such purchase right is terminated, then the payroll deductions collected with respect
to the terminated right shall be refunded as soon as possible.



(ii) The termination of such purchase right shall be irrevocable, and the Participant may not
subsequently rejoin the purchase period for which the terminated purchase right was granted. In
order to resume participation in any subsequent purchase period, such individual must re-enroll in
the Plan (by making a timely filing of the prescribed enrollment forms) on or before the start date
of the new purchase period.



(iii) Should the Participant cease to remain an Eligible Employee for any reason (including
death, disability or change in status) while his or her purchase right remains outstanding, then
that purchase right shall immediately terminate, and all of the Participant’s payroll deductions
for the purchase period in which the purchase right so terminates shall be immediately refunded.
However, should the Participant cease to remain in active service by reason of an approved unpaid
leave of absence, then the Participant shall have the election, exercisable up until the last
business day of the purchase period in which such leave commences, to (a) withdraw all the funds in
the Participant’s payroll account at the time of the commencement of such leave or (b) have such
funds held for the purchase of shares at the end of such purchase period. In no event, however,
shall any further payment deductions be added to the Participant’s account during such leave. Upon
the Participant’s return to active service, his or her payroll deductions under the Plan shall
automatically resume at the rate in effect at the time the leave began, provided the Participant
returns to service prior to the expiration date of the purchase period in which such leave began.



G. Proration of Purchase Rights. Should the total number of shares of Common Stock which are
to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of
shares then available for issuance under the Plan, the Plan Administrator shall make a pro-rata
allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate purchase price payable for
the Common Stock pro-rated to such individual, shall be refunded.



H. Assignability. During the Participant’s lifetime, the purchase right shall be exercisable
only by the Participant and shall not be assignable or transferable by the Participant (other than
by will or the laws of descent).


 


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I. Stockholder Rights. A Participant shall have no stockholder rights with respect to the
shares subject to his or her outstanding purchase right until the shares are purchased on the
Participant’s behalf in accordance with the provisions of the Plan and the Participant has become a
holder of record of the purchased shares.




	VIII.	 	ACCRUAL LIMITATIONS





A. No participant shall be entitled to accrue rights to acquire Common Stock pursuant to any
purchase right outstanding under this Plan if and to the extent such accrual, when aggregated with
(i) rights to purchase Common Stock accrued under any other purchase right granted under this Plan
and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of
section 423 of the Code) of the Company or any Corporate Affiliate, would otherwise permit such
Participant to purchase more than $25,000 worth of stock of the Company or any Corporate Affiliate
(determined on the basis of the Fair Market Value of such stock on the date or dates such rights
are granted) for each calendar year such rights are at any time outstanding.



B. For purposes of applying such accrual limitations, the following provisions shall be in
effect:



(i) The right to acquire Common Stock under each outstanding purchase right shall accrue on
the Purchase Date in effect for the purchase period for which such right is granted.



(ii) No right to acquire Common Stock under any outstanding purchase right shall accrue to the
extent the Participant has already accrued in the same calendar year the right to acquire Common
Stock under one (1) or more other purchase rights at a rate equal to $25,000 worth of Common Stock
(determined on the basis of the Fair Market Value of such stock on the date or dates of grant) for
each calendar year such rights were at any time outstanding.



C. If by reason of such accrual limitations, any purchase right of a Participant does not
accrue for a particular purchase period, then the payroll deductions which the Participant made
during that purchase period with respect to such purchase right shall be promptly refunded.



D. In the event there is any conflict between the provisions of this Article and one or more
provisions of the Plan or any instrument issued thereunder, the provisions of this Article shall be
controlling.




	IX.	 	EFFECTIVE DATE AND TERM OF THE PLAN





A. The Plan was originally adopted by the Board and effective on January 18, 2002. This
amendment and restatement of the Plan shall become effective on January 1, 2010.


 


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B. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i)
January 1, 2012, (ii) the date on which all shares available for issuance
under the Plan have been sold pursuant to purchase rights exercised under the Plan or (iii)
the date on which all purchase rights are exercised in connection with a Corporate Transaction. No
further purchase rights shall be granted or exercised, and no further payroll deductions shall be
collected, under the Plan following its termination.




	X.	 	AMENDMENT OF THE PLAN





The Board may alter, amend, suspend or discontinue the Plan at any time. However, the Board
may not, without the approval of the Company’s shareowners, increase the number of shares of Common
Stock issuable under the Plan or the maximum number of shares purchasable per Participant on any
one Purchase Date, except for permissible adjustments in the event of certain changes in the
Company’s capitalization, (ii) alter the purchase price formula so as to reduce the purchase price
payable for the shares of Common Stock purchasable under the Plan, or (iii) materially increase the
benefits accruing to Participants under the Plan or materially modify the requirements for
eligibility to participate in the Plan. In the event that the Plan is terminated prior to the last
day of a purchase period, such purchase period shall be deemed to have ended on the effective date
of such termination and there shall be no subsequent purchase periods thereafter.




	XI.	 	GENERAL PROVISIONS





A. All costs and expenses incurred in the administration of the Plan shall be paid by the
Company.



B. Nothing in the Plan shall confer upon the Participant any right to continue in the employ
of the Company or any Corporate Affiliate for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any Corporate Affiliate employing such
person) or of the Participant, which rights are hereby expressly reserved by each, to terminate
such person’s employment at any time for any reason, with or without cause.



C. The provisions of the Plan shall be governed by the laws of the Commonwealth of
Pennsylvania, without resort to that Commonwealth’s conflict-of-laws rules.




	XII.	 	DEFINITIONS





The following definitions shall be in effect under the Plan:



A. BASE SALARY shall mean the regular base salary paid to a Participant by one or more
Participating Companies during such individual’s period of participation in the Plan, plus any
pre-tax contributions made by the Participant to any cash-or-deferred arrangement that meets the
requirements of section 401(k) of the Code or any cafeteria benefit program that meets the
requirements of section 125 of the Code, now or hereafter established by the Company or any
Corporate Affiliate. The following items of compensation shall not be included in Base Salary: (i)
all overtime payments, bonuses, commissions (other than those functioning as base salary
equivalents), profit-sharing distributions and other incentive-type payments and (ii) any and all contributions (other than
contributions subject to sections 401(k) and 125 of the Code) made on the Participant’s behalf by
the Company or any Corporate Affiliate under any employee benefit or welfare plan now or hereafter
established.


 


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B. BOARD shall mean the Company’s Board of Directors.



C. CODE shall mean the Internal Revenue Code of 1986, as amended.



D. COMMON STOCK shall mean the Company’s common stock.



E. CORPORATE AFFILIATE shall mean any parent or subsidiary of the Company (as determined in
accordance with Code Section 424, whether now existing or subsequently established).



F. CORPORATE TRANSACTION shall mean either of the following stockholder-approved transactions
to which the Company is a party:



(i) a merger or consolidation in which securities possessing more than fifty percent (50%) of
the total combined voting power of the Corporation’s outstanding securities are transferred to a
person or persons different from the persons holding those securities immediately prior to such
transaction, or



(ii) the sale, transfer or other disposition of all or substantially all of the assets of the
Company in complete liquidation or dissolution of the Corporation.



G. COMPANY shall mean AmerisourceBergen Corporation, a Delaware corporation, and any corporate
successor to all or substantially all of the assets or voting stock of AmerisourceBergen
Corporation, which shall, by appropriate action, adopt the Plan.



H. ELIGIBLE EMPLOYEE shall mean any person who is engaged, on a regularly-scheduled basis of:
(i) more than twenty (20) but less than thirty (30) hours per week for more than five (5) months
per calendar year or (ii) thirty (30) or more hours per week, in the rendition of personal services
to any Participating Company as an employee for earnings considered wages under section 3401(a) of
the Code.



I. FAIR MARKET VALUE per share of Common Stock on any relevant date shall be the closing
selling price per share of Common Stock on the date in question on the stock exchange determined by
the Plan Administrator to be the primary market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such exchange. If there is no closing selling price
for the Common Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.



J. 1933 ACT shall mean the Securities Act of 1933, as amended.


 


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K. PARTICIPANT shall mean any Eligible Employee of a Participating Company who is actively
participating in the Plan.



L. PARTICIPATING COMPANY shall mean the Company, Amerisource Corporation and its Subsidiaries,
Bergen Brunswig Corporation and its Subsidiaries as of the original effective date of the Plan and
such other Corporate Affiliate or Affiliates as may be authorized from time to time by the Board to
extend the benefits of the Plan to their Eligible Employees.



M. PLAN shall mean the Corporation’s 2002 Employee Stock Purchase Plan, as set forth in this
document.



N. PLAN ADMINISTRATOR shall mean a committee of two (2) or more Board members appointed by the
Board to administer the Plan. Unless otherwise designated by the Board, the Plan Administrator
shall be the Compensation Committee of the Board as constituted by the Board from time to time.



O. PURCHASE DATE shall mean the last business day of each purchase period.



P. SUBSIDIARY shall mean any entity that is a subsidiary of a Corporate Affiliate, within the
meaning of section 424(f) of the Code.




 


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