Special Long Term Incentive Awards for Named Executive Officers


    Exhibit
      10.3

    


    Summary
      of Special Equity Awards and Salary and Bonus Adjustments for Named Executive
      Officers

    


      

    Special
      Long Term Incentive Awards

    


    On
      May
      23, 2007, the Compensation Committee approved awards of certain special awards
      of performance shares and restricted stock to the Named Executive Officers,
      all
      of which were granted under the Company’s 2000 Long Term Incentive Plan, as
      follows:

     

    
      	
              Name

            	
              Title

            	
              Performance
                Shares

            	
              Shares
                of Restricted Stock

            
	
               
                George Paz

            	
               
                President, CEO & Chairman

            	
              2,846

            	
              1,729

            
	
               
                David Lowenberg

            	
               
                President, CuraScript

            	
              880

            	
              534

            
	
               
                Edward J. Stiften

            	
               
                Senior Vice President & CFO

            	
              828

            	
              503

            
	
               
                Thomas M. Boudreau

            	
               
                Senior Vice President & Chief Legal Officer

            	
              647

            	
              393

            
	
               
                Edward Ignaczak

            	
               
                Senior Vice President of Sales and Account Management

            	
              388

            	
              236

            


    

     

    Performance
      Shares. 
      The performance shares are settled in shares of the Company’s common stock (the
“Stock”) on a share-for-share basis.  The number of shares of Stock to be
      delivered upon settlement of the performance shares is determined based upon
      the
      Company’s performance over a set period versus a peer group of companies
      selected by the Compensation Committee.  

    


    Specifically,
      the number of shares issued in settlement of the performance share awards will
      depend on where the Company’s performance for the period from January 1, 2007
      through January 1, 2010 ranks in relation to the designated peer group in three
      equally-rated metrics:

    


    
      	·  	
              compound
                annual shareholder return (price appreciation plus reinvestment of
                monthly
                dividends and the compounding effect of dividends paid on reinvested
                dividends),

            


    

    
      	·  	
              compound
                annual growth in earnings per share (basic earnings per share before
                extraordinary items and discontinued operations),
                and

            


    

    
      	·  	
              average
                return on invested capital (income before extraordinary items (available
                for common stock) divided by total invested capital, which is the
                sum of
                total long-term debt, preferred stock, minority interest and total
                common
                equity).

            


    

    


    In
      order
      for any shares to be issued under the performance share awards, the Company’s
      composite performance must rank in at least the 40th percentile in relation
      to
      its peer group.  Assuming the Company’s composite performance for the
      performance period is at the 40th percentile, the actual shares of Stock issued
      will equal 35% of the award targeted for the Named Executive Officer; at the
      50th percentile, the actual shares of Stock issued will equal 100% of the award
      targeted for the Named Executive Officer; and at the 80th percentile, the actual
      shares of Stock issued will equal 250% of the award targeted for the Named
      Executive Officer, which is the maximum number of shares that can be
      awarded.  If the Company’s composite performance falls between these
      percentile rankings, the actual shares of Stock issued will be determined by
      interpolation.

    


    Realization
      of the performance share awards and their actual value, if any, will depend
      on
      the applicable targets being met and the market value of the Stock on the date
      the performance share awards are settled.

    


    The
      awards provide for certain rights in the event of termination of employment
      as a
      result of death, disability, retirement or termination by the Company without
      cause (as defined), but terminate in the event of termination of employment
      for
      any other reason prior to the last day of the performance period.
 Notwithstanding the foregoing, the awards provide that upon a change of
      control (as defined) prior to the last day of the performance period,
      participants who remain employed on the date of a change in control or who
      terminated earlier on account of death, disability or retirement will receive
      cash equal to the value of the Stock represented by the performance shares
      on
      the last trading day before the change in control, and that participants who
      were terminated earlier by the Company without cause will receive the cash
      value
      of a portion of the Stock represented by the performance shares on the last
      trading day before the change in control.

    


    The
      performance shares are subject to the terms of the 2000 LTIP and a Performance
      Share Agreement entered into with each participant.  The 2000 LTIP is
      listed as Exhibits 10.6, 10.7 and 10.8, and the form of award agreement is
      listed as Exhibit 10.4, to the Current Report on Form 8-K to which this Exhibit
      10.3 is attached and are hereby incorporated herein by this
      reference.

    


    Restricted
      Stock. 
      The shares of restricted stock awarded to the Named Executive Officers are
      initially subject to restrictions which prohibit the sale or transfer of the
      restricted stock.  The restrictions on the restricted stock lapse as to
      one-third of each award on February 22, 2008, February 22, 2009, and February
      22, 2010.  Holders are entitled to the same rights to dividends on and to
      vote shares of restricted stock as other shareholders.

    


    The
      restricted stock awards are subject to the terms and conditions of the 2000
      LTIP
      as well as a Restricted Stock Agreement entered into with each
      participant.  The 2000 LTIP is listed as Exhibits 10.6, 10.7 and 10.8, and
      the form of award agreement is listed as Exhibit 10.5, to the Current Report
      on
      Form 8-K to which this Exhibit 10.3 is attached and each are hereby incorporated
      herein by this reference.

    


    Salary
      and Bonus Potential Adjustments. 
      The
      Compensation Committee approved increases to the annual base salary for two
      of
      the Named Executive Officers, and adjustment to the target and maximum bonus
      potential for one in the Named Executive Officers, each in connection with
      such
      executives’ assumption of additional duties. The approved compensation
      adjustments are as follows:

    


    
      	·  	
              The
                base salary for Thomas M. Boudreau, Senior Vice President and Chief
                Legal
                Officer of the Company was increased from $440,000 to
                $465,000.

            


    

    
      	·  	
              The
                base salary for Edward Ignaczak, Senior Vice President of Sales and
                Account Management for the Company was increased from $311,000 to
                $350,000, and the target bonus for Mr. Ignaczak was increased from
                60% of
                base salary to 75% of base salary. The terms of the Company’s bonus awards
                are detailed in Exhibit 10.1 to the Company’s Current Report on Form 8-K
                filed March 1, 2007.