**Exhibit 10.53**

**PHARMERICA CORPORATION**

**PharMerica Corporation 2007Omnibus Incentive Plan, As Amended**

**Restricted Stock Unit Award Agreement (2009)**

This**EXECUTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT** (the “Agreement”), granted under the PharMerica Corporation 2007Omnibus Incentive Plan, as amended (the “Plan”) is effective as of ****[                    ] and is made between PharMericaCorporation, a Delaware corporation (the “Company”) and ****[                    ] (the “Recipient”). 

**Preliminary Statements**

**WHEREAS**, the Company has determined that it is desirable and in its best interests to grant to the Recipient restricted stock units subject to the vesting and other conditions set forth herein, inorder to provide the Recipient with a significant interest in the Company’s growth so that the Recipient will have a greater incentive to perform at the highest level and further the interests of the Company and the shareholders of the Company(the “Award”); and 

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

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

**1. Grant of Restricted Stock Units.** On the terms and conditions of this Agreement and the Plan, the Committee grants to theRecipient a restricted stock unit award (the “Award”) which, if earned based on the vesting schedule in Section 2 below, shall be payable in shares of the common stock of the Company (the “Stock”). The number of restrictedstock units to be issued pursuant to the Award is [                    ] (the “Restricted Stock Units”). The date of grant of theRestricted Stock Units is [            ] (the “Grant Date”). 

The Recipient’s right, if any, to continue to be employed by the Company will not be enlarged or otherwise affected by the receipt of this Award and the receipt of this Award will not in any way restrict the right of the Company toterminate the Recipient’s employment at any time. 

**2. Vesting of the Restricted Stock Units.**Except asprovided in Section 3 below, the Restricted Stock Units shall become vested in accordance with the following schedule, provided that the Recipient remains in the continuous employment of the Company from the date hereof through the VestingDates set forth below: 

 

Except as set forth in Section 3 below, there shall be no proportional vesting prior to a Vesting Date;all vesting shall occur only on the Vesting Dates set forth above. 

**3. Acceleration of Vesting of the Award.**Notwithstanding Section 2 above, upon the occurrence of any of the following events, the Recipient shall become either fully vested or vested in a pro-rata portion of the Award as set forth in this Section 3. 

**(a) Full Acceleration of Vesting due to Death or Disability****.** Upon the termination of the Recipient’s employment with theCompany by reason of the Recipient’s death or disability (within the meaning of Section 409A), the Award shall become fully vested as of the date of the Recipient’s termination of employment. 

**(b) Full Acceleration of Vesting due to Change in Control Where Award Not Assumed or Replaced.** Upon a Change in Control, and providedthat (i) Company or the successor of the Company does not assume or replace this Award with an equity or cash award of equal or greater value in connection with such Change in Control and (ii) the Recipient has been continuously employedby the Company from the date hereof through such Change in Control, the Award shall become fully vested as of the date of such Change in Control. 

**(c) Full Acceleration of Vesting due to Termination in Connection with Change in Control Where Award is Assumed or Replaced.** Upon the termination of the Recipient’s employment with the Companyif, within one (1) year following a Change in Control where this Award is assumed or replaced by the Company or the successor to the Company, and (i) the Recipient’s employment is terminated by the Company without “Cause”(as defined in Section 3(e)(ii) below) or (ii) the Recipient terminates employment for “Good Reason” (as defined in Section 3(e)(i) below), and provided that the Recipient executes a non-revocable written release in the formprovided by the Company or its successors, the Award shall become fully vested as of the date of the Recipient’s termination of Employment. 

**(d) Pro-Rata Acceleration of Vesting Upon Termination Without Cause or For Good Reason.**Upon the termination of the Recipient’s employment with the Company by the Company without Cause or theRecipient’s termination of his employment for Good Reason and provided that the Recipient executes a non-revocable written release in the form provided by the Company or its successors, the Award shall become vested on a pro-rata basis as setforth in this Section 3(d). Under this Section 3(d), the number of Restricted Stock Units pursuant to the Award that shall be paid upon the Recipient’s termination of employment is the number of Restricted Stock Units as if theRecipient were still employed on the Vesting Date, multiplied by a fraction; the numerator of which is the total number of complete months worked by the Recipient during the vesting period, and the denominator of which is 24, the total number ofmonths in the vesting period. 

 

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**(e) Definitions.** For purposes hereof, the following definitions shall apply:

(i) “Good Reason” shall mean the occurrence of one or more of the conditions in (A), (B) or (C) below:

(A) A reduction of the Recipient’s salary other than (i) a reduction based on the Company’s financialperformance, or (ii) a reduction made to the salaries provided to all or most of the other management or executive employees of the Company with similar responsibilities, positions, compensation or other criteria as determined by the Committeein good faith; 

(B) A significant change in the Recipient’s responsibilities and/or duties which constitutes, whencompared to the Recipient’s responsibilities and/or duties before the Change in Control, a demotion; or a material loss of title or office; or 

(C) The relocation of the offices at which the Recipient is principally employed as of the Change in Control to a location more than fifty (50) miles from such offices, which relocation is notapproved by the Recipient. 

(ii) “Cause” means: 

(A) Any willful, material violation of any law or regulation applicable to the business of the Company; 

(B) Conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration of a common law fraud;

(C) Commission of any act of personal dishonesty which involves personal profit in connection with the Company; 

(D) Intentional wrongful disclosure of confidential information of the Company; 

(E) Intentional wrongful engagement in any competitive activity; 

(F) The willful and continued failure or refusal to perform the material duties required of the Recipient as an employee, officer, directoror consultant of the Company (other than as a result of disability); 

(G) Disregard of the policies of the Company so as tocause material loss, damage or injury to the property, reputation or employees of the Company; 

(H) Ongoing alcohol/drugaddiction and a failure by the Recipient to successfully complete a recovery program; or 

 

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(I) Any other misconduct by the Recipient which is materially injurious to the financialcondition or business reputation of, or is otherwise materially injurious to, the Company. 

**(f)**Notwithstanding theforegoing, the Committee, in its sole and absolute discretion, may accelerate all or any portion of the vesting of the Restricted Stock Units at any time. 

**4. Forfeiture of the Award.** Subject to Section 3, any portion of the Award that remains unvested upon the Recipient’s termination of employment shall automatically be forfeited onthe date that the Recipient ceases to be employed by the Company. 

**5. Payment of Award.**

**(a)**Payment of the Award shall be made on a date as soon as administratively practicable following the completion of the vestingperiod, but in no event later than March 15, of the year in which the final Vesting Date occurs. 

**(b)**Payment ofthe Award shall be in the form of whole shares of Stock only. 

**6. Dividend Equivalent Rights.** With respect tothe Restricted Stock Units awarded to the Recipient pursuant to this Agreement, during the vesting period set forth in Section 2 hereof, the Recipient shall also be entitled to receive a number of restricted stock units (“DividendEquivalent Stock Units”) equal to (a) (i) the number of Restricted Stock Units earned by the Recipient under Sections 2 and/or 3 (as applicable) multiplied by (ii) the cumulative amount of cash dividends paid by the Company thatthe Recipient would have received had he owned the earned Restricted Stock Units on each dividend record date through the Vesting Date, divided by (b) the closing price of the Stock on the Vesting Date. Dividend Equivalent Stock Units grantedunder this Section 6 shall vest based on the vesting schedule set forth in Section 2 hereof, provided that for the purposes of such vesting schedule, the Dividend Equivalent Stock Units shall be deemed to have been granted as of the GrantDate. 

**7. Tax Payment****.******

**(a)**At such time as the Recipient is entered as the stockholder of record with respect to the shares of Stock paid out with respectto the Restricted Stock Units earned pursuant to this Agreement (including the Dividend Equivalent Stock Units granted pursuant to Section 6 herein), the Recipient (or his/her personal representative) shall deliver to the Company, within ten(10) days after the occurrence of such registration specified above (or in the event of death, within ten (10) days of the appointment of the personal representative) (a “Payment Date”), (i) either a check payable to theCompany 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 payment with respect to the Restricted Stock Units, or awithholding election form to be provided by the Company upon request by the Recipient (or personal representative), and (ii) Recipient’s execution of a written “Agreement to Protect Company Assets” in a form acceptable to theCompany, unless Recipient has previously executed and delivered such an agreement to the satisfaction of the Company. 

 

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**(b)**In the event the Recipient or his personal representative elects to satisfy thewithholding obligation by executing the withholding election form, the actual number of shares of Stock to be paid to the Recipient shall be reduced by the smallest number of whole shares of Stock which, when multiplied by the Fair Market Value ofthe Stock on the Payment Date, is sufficient to satisfy the amount of the withholding tax obligations imposed on the Company by reason of the Recipient being recorded as the stockholder of record of the shares of Stock. In the event that theRecipient fails to tender either the required check or withholding election, the Recipient shall be deemed to have elected and executed the withholding election form. 

**8. 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 any recapitalization,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 of consideration by theCompany occurring after the date the Award is granted, then, in the Board’s discretion, a proportional and appropriate adjustment may be made by the Board in the number and kind of shares subject to the Award, so that the proportional interestof 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 other entity 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 Award to reflect suchdistribution. 

**(b) Reorganization in Which the Company Is the Surviving Company.** Subject to 8(c) below, if the Companyshall 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 of shares ofStock subject to the Award would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportional adjustment of the Award, as may be applicable so that the aggregate value of the Awardthereafter 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 Restricted Stock Units subject to the Award and the Fair Market Value, as of the date of the applicable transaction, of ashare of Stock; 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. 

 

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**9. General Restrictions.** The Company shall not be required to sell or issueany shares of Stock under the Award if the sale or issuance of such shares would constitute a 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 of Stock subject to the Award upon any securities exchange or under anystate or federal 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 of Stock, the Award may not be exercised in whole or in partunless such listing, 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 theAward. 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 notbe required 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 connectionby the 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 Companyshall not be obligated to take any affirmative action in order to cause the issuance of shares of Stock pursuant to the Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes therequirement that the Award shall not be granted or paid unless and until the shares of Stock covered by the Award are registered or are subject to an available exemption from registration, the grant or payment of the Award (under circumstances inwhich the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 

**10. 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 orhypothecation of all or any portion of any unvested portion 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 Agreementshall be deemed null and void. 

**11. Interpretation of this Agreement.** All decisions and interpretations made bythe Committee or the Board with regard to any question arising 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.

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

**13. Binding Effect.** 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 benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns. 

 

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**14. Notice.** Any notice hereunder by the Recipient to the Company shall be inwriting and shall be deemed duly given if mailed or delivered to the Company at its principal 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. 

**15.Severability.** In the 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 orotherwise affect any other provisions 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. 

**16. Effectiveness of Agreement.** This Agreement shall not be effective unless Recipient executes and delivers within 10business days of the date of this Agreement (a) this Agreement and (b) a written “Agreement to Protect Company Assets” in a form acceptable to the Company, unless Recipient has previously executed and delivered such an agreementto the satisfaction of the Company. 

**17. Entire Agreement.** This Agreement constitutes the entire agreement andsupersedes all prior understandings and agreements written or oral, 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 inthis Agreement. Neither this Agreement nor any term hereof may 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 anyprovision hereof in writing to the extent that such waiver does not 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 anyother provision hereof. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement and all Awards granted hereunder shall be subject to the terms of any written employment agreement, if any, between the Recipient and theCompany. 

 

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**IN WITNESS WHEREOF**, the parties hereto have duly executed and delivered thisAgreement, or caused this 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:**