INDEMNIFICATION AGREEMENTIndemnification Agreement • September 20th, 2011 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
This Indemnification Agreement (“Agreement”) is made as of September 18, 2011, by and between PharMerica Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
ContractCredit Agreement • November 6th, 2014 • PharMerica CORP • Retail-drug stores and proprietary stores • New York
AGREEMENT AND PLAN OF MERGER dated as of August 1, 2017 among PharMerica Corporation, Phoenix Parent Holdings Inc. and Phoenix Merger Sub Inc.Agreement and Plan of Merger • August 3rd, 2017 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 1, 2017, among PharMerica Corporation, a Delaware corporation (the “Company”), Phoenix Parent Holdings Inc., a Delaware corporation (“Parent”), and Phoenix Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
CREDIT AGREEMENT dated as of May 2, 2011 among PHARMERICA CORPORATION, The Lenders Party Hereto and CITIBANK, N.A. as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Sole Syndication Agent, COMPASS BANK, BANK OF AMERICA, N.A. CREDIT SUISSE AG,...Credit Agreement • May 4th, 2011 • PharMerica CORP • Retail-drug stores and proprietary stores • New York
CREDIT AGREEMENT dated as of May 2, 2011 (this “Agreement”), among PHARMERICA CORPORATION, the LENDERS party hereto and CITIBANK, N.A. (“Citibank”), as Administrative Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2009 • PharMerica CORP • Retail-drug stores and proprietary stores • Kentucky
THIS AGREEMENT by and between PharMerica Corporation and (hereinafter the “Company”), and William Monast (the “Executive”) is effective as of April 20, 2009 (“Start Date”);
MASTER TRANSACTION AGREEMENT dated as of October 25, 2006 by and among AMERISOURCEBERGEN CORPORATION, PHARMERICA, INC., KINDRED HEALTHCARE, INC., KINDRED PHARMACY SERVICES, INC., KINDRED HEALTHCARE OPERATING, INC., SAFARI HOLDING CORPORATION, HIPPO...Master Transaction Agreement • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • New York
THIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated as of October 25, 2006, is by and among AmerisourceBergen Corporation, a Delaware corporation (“Hippo”), PharMerica, Inc., a Delaware corporation and wholly-owned subsidiary of Hippo (“HippoRx”), Kindred Healthcare, Inc., a Delaware corporation (“Rhino”), Kindred Healthcare Operating, Inc., a Delaware corporation and wholly-owned subsidiary of Rhino (“Rhino Parent Sub”), Kindred Pharmacy Services, Inc., a Delaware corporation and wholly-owned subsidiary of Rhino Parent Sub (“RhinoRx”), Safari Holding Corporation, a Delaware corporation (“Newco”), Hippo Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Newco (“Hippo Merger Sub”), and Rhino Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Newco (“Rhino Merger Sub”).
PHARMERICA CORPORATION PharMerica Corporation 2007 Omnibus Incentive Plan Substitution Non-Qualified Stock Option AgreementQualified Stock Option Agreement • August 31st, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
THIS SUBSTITUTION NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), granted under the PharMerica Corporation 2007 Omnibus Incentive Plan (the “Plan”), is effective as of , 20 , and is entered into by and between PharMerica Corporation, a Delaware Corporation (the “Company”), and (the “Optionee”).
TAX MATTERS AGREEMENT by and among AMERISOURCEBERGEN CORPORATION, PHARMERICA, INC., KINDRED HEALTHCARE, INC., KINDRED PHARMACY SERVICES, INC., SAFARI HOLDING CORPORATION, October 25, 2006Tax Matters Agreement • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the 25th day of October, 2006, by and among AmerisourceBergen Corporation, a Delaware corporation (“Hippo”), PharMerica, Inc., a Delaware corporation and wholly-owned subsidiary of Hippo (“HippoRx”), Kindred Healthcare, Inc., a Delaware corporation (“Rhino”), Kindred Pharmacy Services, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Rhino (“RhinoRx”), and Safari Holding Corporation, a Delaware corporation (“Newco” and, together with Hippo. HippoRx, Rhino and RhinoRx, the “Parties”), in each case on behalf of itself and its Affiliates.
EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2017 • PharMerica CORP • Retail-drug stores and proprietary stores • Kentucky
THIS AGREEMENT by and between PharMerica Corporation and (hereinafter the "Company''), and Robert Dries (the ''Executive") is effective as of January 31, 2017 ("Start Date");
MASTER PHARMACY PROVIDER AGREEMENTProvider Agreement • July 13th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • Kentucky
THIS MASTER PHARMACY PROVIDER AGREEMENT (“Agreement”) dated as of July 1, 2004 (the “Effective Date”) is made by and among Kindred Healthcare Operating, Inc., a Delaware corporation (“Kindred”) and Kindred Hospitals East, L.L.C., a Delaware corporation, Kindred Hospitals West, L.L.C., a Delaware corporation, Kindred Hospitals Limited Partnership, a Delaware limited partnership, THC – Seattle, Inc., a Washington corporation, THC – Chicago, Inc., an Illinois corporation, and Kindred Pharmacy Services, Inc., a Delaware corporation (each of which is hereinafter sometimes referred to each as a “KPS Person”, and collectively as “KPS”).
TRANSITION SERVICES AGREEMENT dated as of July 31, 2007 by and between KINDRED HEALTHCARE, INC. and PHARMERICA CORPORATIONTransition Services Agreement • November 9th, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • New York
THIS TRANSITION SERVICES AGREEMENT is dated as of July 31, 2007 (this “Agreement”), between Kindred Healthcare, Inc., a Delaware corporation (“Rhino”), and PharMerica Corporation, a Delaware corporation formerly known as Safari Holding Corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2011 • PharMerica CORP • Retail-drug stores and proprietary stores • Kentucky
THIS AGREEMENT by and between PharMerica Corporation and (hereinafter the “Company”), and Suresh Vishnubhatla (the “Executive”) is effective as of March 22, 2011 (“Start Date”);
AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • June 27th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • New York
AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENT (this “Amendment”), dated as of June 4, 2007, among AmerisourceBergen Corporation, a Delaware corporation, PharMerica, Inc., a Delaware corporation and wholly-owned subsidiary of AmerisourceBergen Corporation, Kindred Healthcare, Inc., a Delaware corporation, Kindred Healthcare Operating, Inc., a Delaware corporation and wholly-owned subsidiary of Kindred Healthcare, Inc., Kindred Pharmacy Services, Inc., a Delaware corporation and wholly-owned subsidiary of Kindred Healthcare Operating, Inc., Safari Holding Corporation, a Delaware corporation, Hippo Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Safari Holding Corporation, and Rhino Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Safari Holding Corporation.
TRANSITION SERVICES AGREEMENT dated as of July 31, 2007 by and between AMERISOURCEBERGEN CORPORATION and PHARMERICA CORPORATIONTransition Services Agreement • November 9th, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • New York
THIS TRANSITION SERVICES AGREEMENT is dated as of July 31, 2007 (this “Agreement”), between AmerisourceBergen Corporation, a Delaware corporation (“Hippo”), and PharMerica Corporation, a Delaware corporation formerly known as Safari Holding Corporation (the “Company”).
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. PHARMACY SERVICES AGREEMENTPharmacy Services Agreement • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • Delaware
This Pharmacy Services Agreement (“Agreement”) is made as of July 1, 2006 (the “Effective Date”), between PHARMERICA, INC., a Delaware corporation (“PharMerica”), and CERES STRATEGIES, INC., a Delaware corporation (“Ceres”). PharMerica and Ceres are sometimes referred to hereafter, together, as the “Parties” and, individually, as a “Party.”
PHARMERICA CORPORATION PharMerica Corporation 2007 Omnibus Incentive Plan Directors’ Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • August 31st, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), granted under the PharMerica Corporation 2007 Omnibus Incentive Plan (the “Plan”), is effective as of , 20 and is entered into by and between PharMerica Corporation, a Delaware Corporation (the “Company”), and (the “Optionee”).
January 14, 2007 Mr. Gregory Weishar East Greenwich RI 02818 Dear Greg:Letter Agreement • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • Delaware
This letter agreement (the “Letter Agreement”), entered into as of January 14, 2007 by AmerisourceBergen Corporation (“AmerisourceBergen”), Kindred Healthcare, Inc. (“Kindred”) and Safari Holding Corporation (together with its successors and assigns, the “Company”) sets forth the terms and conditions of your employment with the Company. AmerisourceBergen and Kindred represent and warrant to you that each of them is authorized to enter into this Letter Agreement with you on their own behalf and on behalf of the Company. This Letter Agreement is intended to be a binding obligation upon AmerisourceBergen and Kindred (with respect to the period ending prior to the Closing) and the Company and you, enforceable in accordance with its express terms.
IT SERVICES AGREEMENT By and Between KINDRED HEALTHCARE OPERATING, INC. and PHARMERICA CORPORATIONIt Services Agreement • November 9th, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • New York
This IT Services Agreement is entered into as of July 31, 2007 (the “Effective Date”) by and between Kindred Healthcare Operating, Inc., a Delaware corporation (“Service Provider”), and PharMerica Corporation, a Delaware corporation (“Customer”) with reference to the following facts:
PHARMERICA CORPORATION PharMerica Corporation 2007 Omnibus Incentive Plan Founder’s Grant Award AgreementS Grant Award Agreement • August 13th, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
THIS FOUNDERS’ GRANT AWARD AGREEMENT (the “Agreement”) is granted under the PharMerica Corporation 2007 Omnibus Incentive Plan (the “Plan”), effective as of , 2007, and is entered into by and between PharMerica Corporation, a Delaware Corporation (the “Company”), and Robert McKay (the “Recipient”).
AMENDMENT 1 TO LETTER AGREEMENTLetter Agreement • February 19th, 2008 • PharMerica CORP • Retail-drug stores and proprietary stores
This Amendment (the “Amendment”) to the Letter Agreement entered into on January 14, 2007 by and between AmerisourceBergen Corporation (“AmerisourceBergen”), Kindred Healthcare, Inc. (“Kindred”), PharMerica Corporation, formerly known as Safari Holding Corporation (the “Company”) and Gregory S. Weishar (hereinafter referred to as “you” or “your”). This Amendment shall amend the Letter Agreement and shall be effective on the 13th day of November, 2007.
PHARMERICA CORPORATION and MELLON INVESTOR SERVICES LLC, as Rights Agent RIGHTS AGREEMENT Dated as of August 25, 2011Rights Agreement • August 25th, 2011 • PharMerica CORP • Retail-drug stores and proprietary stores • New York
Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2010 • PharMerica CORP • Retail-drug stores and proprietary stores
The Letter Agreement dated as of January 14, 2007 among AmerisourceBergen Corporation, Kindred Healthcare, Inc., PharMerica Corporation (formerly known as Safari Holding Corporation) (collectively, the “Company”) and Gregory S. Weishar, as amended on November 13, 2007 (the “Agreement”), is further amended, effective as of March 16, 2010, as follows:
PHARMERICA CORPORATION Amended and Restated PharMerica Corporation 2007 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (2010)Restricted Stock Unit Award Agreement • August 5th, 2010 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
This DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), granted under the Amended and Restated PharMerica Corporation 2007 Omnibus Incentive Plan (the “Plan”) is effective as of [ ] , and is made between PharMerica Corporation, a Delaware corporation (the “Company”) and [ ] (the “Recipient”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 24th, 2017 • PharMerica CORP • Retail-drug stores and proprietary stores • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of December 9, 2016, by and among PHARMERICA CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiary Loan Parties, the Lenders party hereto, THE HUNTINGTON NATIONAL BANK (the “New Lender”) and BANK OF AMERICA, N.A., in its capacity as the Administrative Agent (the “Administrative Agent”).
PHARMERICA CORPORATION PharMerica Corporation 2007 Omnibus Incentive Plan Substitution Incentive Stock Option AgreementSubstitution Incentive Stock Option Agreement • August 31st, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
THIS SUBSTITUTION INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), granted under the PharMerica Corporation 2007 Omnibus Incentive Plan (the “Plan”), is effective as of , 20 , and is entered into by and between PharMerica Corporation, a Delaware Corporation (the “Company”), and (the “Optionee”).
PHARMERICA CORPORATION PharMerica Corporation 2007 Omnibus Incentive Plan Form of Non-Qualified Stock Option AgreementQualified Stock Option Agreement • May 8th, 2008 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), granted under the PharMerica Corporation 2007 Omnibus Incentive Plan (the “Plan”), is effective as of , and is entered into by and between PharMerica Corporation, a Delaware Corporation (the “Company”), and (the “Optionee”).
PHARMERICA CORPORATION Stock Option AgreementStock Option Agreement • August 13th, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
This Stock Option Agreement (the “Agreement”), effective as of August , 2007 (the “Grant Date”), is entered into by and between PharMerica Corporation, a Delaware corporation (the “Company”), and Gregory Weishar (the “Optionee”), an individual providing services as Chief Executive Officer of the Company.
VIA ELECTRONIC MAIL AND FIRST CLASS MAIL Paul D. Ross, R.Ph. Executive Director, Compliance and Regulatory Affairs/ PharMerica Corporate Compliance Officer Tampa, FL 33619Safari Holding Corp • July 13th, 2007 • Retail-drug stores and proprietary stores
This letter memorializes the final modifications to the Corporate Integrity Agreement (CIA) between our office, PharMerica, Inc., and PharMerica Drug Systems, Inc. PharMerica, Inc. will be referred to herein as “PharMerica.” PharMerica Corp. will be referred to as “Newco.” The modifications below will become effective on the date the above-referenced transaction is closed (“Transaction Date”).
KINDRED TRADEMARK LICENSE AGREEMENTKindred Trademark License Agreement • November 9th, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • Kentucky
This TRADEMARK LICENSE AGREEMENT (“Agreement”), entered into this 31st day of July, 2007 (the “Effective Date”), is by and between Kindred Healthcare, Inc., a Delaware corporation located at 680 South 4th Street, Louisville, KY 40202 (“Kindred”), and Kindred Pharmacy Services, Inc., a Delaware corporation located at 1901 Campus Place , Louisville, KY 40299 (“KPS”).
PRIME VENDOR AGREEMENT FOR LONG-TERM CARE PHARMACIESPrime Vendor Agreement • November 9th, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • Pennsylvania
This Prime Vendor Agreement for Long-Term Care Pharmacies (“Agreement”) is made as of August 1, 2007 (“Effective Date”) by AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), and PharMerica Corporation, a Delaware corporation, on behalf of itself and its wholly owned subsidiaries (“Customer”).
PHARMERICA CORPORATION Restricted Stock AgreementRestricted Stock Agreement • August 13th, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
This Restricted Stock Agreement (the “Agreement”), effective as of August , 2007 (the “Date of Grant”), is entered into by and between PharMerica Corporation, a Delaware corporation (the “Company”), and Gregory Weishar (the “Recipient”), an individual providing services as Chief Executive Officer of the Company.
AMENDED AND RESTATED PRIME VENDOR AGREEMENT FOR LONG-TERM CARE PHARMACIESPrime Vendor Agreement • May 25th, 2011 • PharMerica CORP • Retail-drug stores and proprietary stores • Pennsylvania
This Amended and Restated Prime Vendor Agreement for Long-Term Care Pharmacies (“Agreement”) is made as of January 1, 2011 (“Effective Date”) by and between AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), on the one hand, and PharMerica Corporation (“PMC”), a Delaware corporation; Pharmacy Corporation of America (“PCA”), a Delaware corporation; and Chem Rx Pharmacy Services, LLC, a Delaware limited liability company (“Chem Rx”), on the other. (Collectively, PMC, PCA and Chem Rx are sometimes referred to hereafter as “Customer”.)
PHARMERICA CORPORATION PharMerica Corporation 2007 Omnibus Incentive Plan Director’s Restricted Share Award AgreementRestricted Share Award Agreement • August 31st, 2007 • PharMerica CORP • Retail-drug stores and proprietary stores • Delaware
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”).
PRIME VENDOR AGREEMENTPrime Vendor Agreement • May 7th, 2015 • PharMerica CORP • Retail-drug stores and proprietary stores
This Prime Vendor Agreement (the “Agreement”) is effective April 1, 2015 (the “Effective Date”) between PharMerica Corporation located at 1901 Campus Place, Louisville, Kentucky 40299 (“you”, “your” or “Customer”) and Cardinal Health 110, LLC and Cardinal Health 411, Inc., 7000 Cardinal Place, Dublin Ohio 43017 (collectively, “we“, “us” or “our” or “Cardinal Health”), who agree as follows:
PRIME VENDOR AGREEMENT FOR LONG-TERM CARE PHARMACIESPrime Vendor Agreement • July 13th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • Pennsylvania
This Prime Vendor Agreement for Long-Term Care Pharmacies (“Agreement”) is made as of [ ], 200[ ] (“Effective Date”) by AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), and [ ], a Delaware corporation, on behalf of itself and its wholly owned subsidiaries (“Customer”).
