**Exhibit 10.28**

**PHARMERICA CORPORATION**

**PharMerica Corporation 2007 Omnibus Incentive Plan**

**Director’s Restricted Share Award Agreement**

**THIS DIRECTOR’S RESTRICTED SHARE AWARD AGREEMENT** (the “Agreement”), granted under the PharMerica Corporation 2007 Omnibus Incentive Plan (the “Plan”) is effective as of             200   (the “Date of Grant”) and is made between PharMerica Corporation, a Delaware corporation (the “Company”) and                     (the “Recipient”). 

**Preliminary Statements**

**WHEREAS**, the Recipient serves as a director on the Company’sBoard of Directors (the “Board”); 

**WHEREAS**, the Company has determined that it is desirable and in its best interests togrant to the Recipient shares of the Company’s common stock (the “Stock”) subject to restrictions, in order to provide the Recipient with a significant equity interest in the Company so that the Recipient will have a greater incentiveto seek to increase the value of the Company’s Stock and so that the Recipient’s interests will be more closely aligned with those of the shareholders of the Company (the “Award”); and 

**WHEREAS**, any capitalized term not herein defined shall have the meaning as set forth in the Plan. 

**NOW, THEREFORE**, in consideration of the mutual promises and covenants contained herein: 

**1. Grant of Restricted Shares.** On the terms and conditions of this Agreement and the Plan, the Company hereby grants to the Recipient                     shares of Stock (the “Restricted Shares”). The extent to which the Restricted Shares become vested andnon-forfeitable shall be determined in accordance with the provisions of Section 2 of this Agreement. The date of grant of the Restricted Shares is             ,20     (the “Grant Date”). 

**2. Vesting of the Restricted Shares.**The Restricted Sharesgranted pursuant to this Agreement shall vest and all restrictions shall lapse thereon as follows: 

**(a) General Vesting Conditions of theRestricted Shares**. Provided that the Recipient continuously serves on the Board through the vesting period, the Restricted Shares shall become vested and all restrictions thereon shall lapse in accordance with the following schedule: 

 

There shall be no proportional vesting prior to a Vesting Date; all vesting shall occur only on the Vesting Date.

**(b) Acceleration of Vesting of the Restricted Shares**. The Restricted Shares shall become fully vested and any restrictions thereonshall automatically lapse upon the occurrence of any of the following events: 

(i) the termination of the Recipient’s service with theCompany by reason of the Recipient’s death or disability (within the meaning of Section 22(e)(3) of the Code); 

(ii) providedthat the Recipient is not removed from the Board for “Cause” (as defined in 2(d) below), (A) the Recipient is not nominated for re-election to the Board, or (B) the Recipient is nominated for re-election to the Board but is notso re-elected; and 

(iii) a Change in Control. 

(iv) Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may accelerate the vesting of and cause all restrictions to lapse on the Restricted Shares at any time. 

**(c) Forfeiture of the Restricted Shares**. To the extent that the vesting of the Restricted Shares is not accelerated pursuant to Section 2(b)above, then the unvested Restricted Shares shall automatically be forfeited on the date that the Recipient ceases to perform services for the Company. 

**(d) Definition of Cause**. For purposes hereunder, Cause means: 

(i) the continued failure by theRecipient to substantially perform the services expected of a director (other than any such failure resulting from the Recipient’s incapacity due to physical or mental illness or injury) over a period of not less than [thirty (30)] days after ademand for substantial performance is delivered to the Recipient by the Chairman of the Board or by the chair of the Audit Committee, which demand identifies the manner in which it is believed that the Recipient has not substantially performed theservices expected of the Recipient; 

(ii) the willful misconduct of the Recipient that is materially and demonstrably injurious to theCompany; provided that no act or failure to act on the Recipient’s part will be considered willful if done, or omitted to be done, by the Recipient in good faith and with reasonable belief that the action or omission was in the best interest ofthe Company; 

 

2 

(iii) the commission by or indictment of the Recipient for a misdemeanor, which constitutes a crime ofmoral turpitude and gives rise to material harm to the Company; or 

(iv) the commission by or indictment of the Recipient for a felony(including, without limitation, any felony constituting a crime of moral turpitude). 

**3. Dividends.** The Recipient shall havea right to receive cash dividends, to the extent declared by the Board of Directors, which are paid with respect to the Recipient’s Restricted Shares after the Grant Date until the date on which the Recipient’s interest in such RestrictedShares has been forfeited. 

**4. Voting Rights**. The Recipient shall have a right to vote the Restricted Stock related to hisAward after the Grant Date until the date on which the Recipient’s interest in such Restricted Stock has been forfeited. 

**5.83(b) Election**. The Recipient, having been granted Restricted Stock subject to a “substantial risk of forfeiture,” may elect under Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his grossincome the fair market value (determined without regard to the restrictions) of such Restricted Stock as of the Grant Date. If the Recipient makes the Section 83(b) election, the Recipient shall (i) make such election in a manner that issatisfactory to the Company, (ii) provide the Company with a copy of such election, (iii) agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctnessof such election or of the amount of income reportable on account of such election, and (iv) agree to such federal and state income tax withholding as the Company may reasonably require in its sole and absolute discretion. 

**6. Tax Payment Upon Vesting**. 

**(a)**At such time as the Recipient becomes vested in the Restricted Shares, the Recipient (or his/her personal representative) shall deliver to the Company, within ten (10) days after the occurrence of the vesting event specifiedabove (or in the event of death, within ten (10) days of the appointment of the personal representative) (a “Payment Date”), either a check payable to the Company in the amount of all withholding tax obligations (whether federal,state, local or foreign income or social insurance tax), imposed on the Recipient and the Company by reason of the vesting of the Restricted Shares, or a withholding election form to be provided by the Company upon request by the Recipient (orpersonal representative). 

**(b)**In the event the Recipient or his personal representative elects to satisfy the withholdingobligation by executing the withholding election form, the Recipient’s actual number of vested shares of Restricted Shares shall be reduced by the smallest number of whole shares of Common Stock of the Company which, when multiplied by the FairMarket Value of the Common Stock on the Payment Date, is sufficient to satisfy the amount of the withholding tax obligations imposed on the Company by reason of the vesting of the Restricted Shares. In the event that the Recipient fails to tendereither the required certified check or withholding election, the Recipient shall be deemed to have elected and executed the withholding election form. 

 

3 

**(c)**Upon receipt of payment in full of all withholding tax obligations, the Company shall enterthe Recipient (or of such personal representative or administrator of the Recipient’s estate) as the stockholder of record of such released Restricted Shares on the books of the Company. 

**7. Effect of Changes in Capitalization or Change in Control**. 

**(a) Changes in Stock.**If the outstanding shares of Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of anyrecapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt ofconsideration by the Company occurring after the date the Award is granted, then, in the Board’s discretion, a proportionate and appropriate adjustment may be made by the Board in the number and kind of shares subject to the Award, so that theproportionate interest of the Recipient immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. In the event of any distribution to the Company’s stockholders of securities of any otherentity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Board shall, in such manner as it deems appropriate, adjust the number and kind of shares subject to the Awardto reflect such distribution. 

**(b) Reorganization in Which the Company Is the Surviving Company.** Subject to 7(c) below, if theCompany shall be the surviving Company in any reorganization, merger, or consolidation of the Company with one or more other companies or other entities, the Award shall pertain to and apply to the securities to which a holder of the number ofshares of Stock subject to the Award would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Award, as may be applicable so that the aggregate value of theAward thereafter shall be the same as the aggregate value of the Award immediately before such reorganization, merger, or consolidation. 

**(c) Change in Control.** In the event of a Change in Control, the Board may (i) make provisions in connection with such transaction for the continuation of the Award; (ii) reach an agreement with the acquiring or survivingentity that the acquiring or surviving entity will assume the obligation of the Company under the Award; (iii) reach an agreement with the acquiring or surviving entity that the acquiring or surviving entity will convert the Award into an awardof at least equal value, determined as of the date of the transaction, to purchase stock of the acquiring or surviving entity; or (iv) terminate the Award effective upon the date of the applicable transaction and either make, within sixty(60) days after the date of the applicable transaction, a cash payment to the Recipient equal to product of the number of shares subject to the Award and the Fair Market Value, as of the date of the applicable transaction, of the shares ofStock subject to the Award; provided, however, that the Board determines that any such modification does not have a substantial adverse economic impact on the Recipient as determined at the time of such modification. 

**8. General Restrictions**. The Company shall not be required to sell or issue any shares of Stock under the Award if the sale or issuance ofsuch shares would constitute a 

 

4 

violation by the Recipient or by the Company of any provision of any law or regulation of any governmental authority, including without limitation anyfederal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration, or qualification of any shares subject to the Award upon any securities exchange or under any state orfederal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, the Award may not be exercised in whole or in part unless suchlisting, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award.Specifically in connection with the Securities Act of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by the Award, the Company shall not berequired to sell or issue such shares unless the Company has received evidence satisfactory to it that the holder of the Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection bythe Company shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended). The Company shallnot be obligated to take any affirmative action in order to cause the issuance of shares pursuant to the Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that theAward shall not be exercisable unless and until the shares of Stock covered by the Award are registered or are subject to an available exemption from registration, the exercise of the Award (under circumstances in which the laws of such jurisdictionapply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 

**9.Restrictions On Transfer**. Other than by will or under the laws of descent and distribution, the Recipient shall not have the right to make or permit to occur any transfer, pledge or hypothecation of all or any portion of any unvestedportion of the Award, whether outright or as security, with or without consideration, voluntary or involuntary. Any such transfer, pledge or hypothecation not made in accordance with this Agreement shall be deemed null and void. 

**10. Interpretation of this Agreement**. All decisions and interpretations made by the Committee or the Board with regard to any questionarising under this Agreement shall be final, binding and conclusive on the Company and the Recipient and any other person entitled to receive the benefits of the Award as provided for herein. 

**11. Governing Law**. The validity, interpretation and enforcement of this Agreement are governed in all respects by the laws of the State ofDelaware, without giving effect to its conflict of laws principles, and by the laws of the United States of America. 

**12. BindingEffect**. Subject to all restrictions provided for in this Agreement and by applicable law relating to assignment and transfer of this Agreement and the Award provided for herein, this Agreement shall be binding upon and inure to the benefitof the parties hereto and their respective heirs, executors, administrators, successors, and assigns. 

**13. Notice**. Any noticehereunder by the Recipient to the Company shall be in writing and shall be deemed duly given if mailed or delivered to the Company at its principal 

 

5 

office, addressed to the attention of the Board, or if so mailed or delivered to such other address as the Company may hereafter designate by notice to theRecipient. Any notice hereunder by the Company to the Recipient shall be in writing and shall be deemed duly given if mailed or delivered to the Recipient at the address specified below by the Recipient for such purpose, or if so mailed or deliveredto such other address as the Recipient may hereafter designate by written notice given to the Company. 

**14. Severability**. Inthe event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any otherprovisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein. 

**15. Entire Agreement**. This Agreement constitutes the entire agreement and supersedes all prior understandings and agreements written ororal, of the parties hereto with respect to the subject matter hereof. There is no representation or statement made by any party on which another party has relied which is not included in this Agreement. Neither this Agreement nor any term hereofmay be amended, waived, discharged, or terminated except by a written instrument signed by the Company and the Recipient; provided, however, that the Company unilaterally may waive any provision hereof in writing to the extent that such waiver doesnot adversely affect the interests of the Recipient hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. 

 

6 

**IN WITNESS WHEREOF**, the parties hereto have duly executed and delivered this Agreement, or causedthis Agreement to be duly executed and delivered on his or its behalf, as of the day and year first above written. 

 
**PHARMERICA CORPORATION** BY: 
 
 DATE: 
 
 **RECIPIENT** 
 
 DATE: 
 
 **RECIPIENT’S ADDRESS:**