AmongCredit Agreement • August 14th, 2003 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
i) the assignment to Employee of any duties inconsistent with his position, authority or responsibilities as contemplated by Section 1.1 hereof, or any action by the Company that results in a diminution in such position, authority or responsibilities...Employment Agreement • March 30th, 2000 • Omnicare Inc • Retail-drug stores and proprietary stores
E-84Consulting Agreement • March 31st, 1997 • Omnicare Inc • Retail-drug stores and proprietary stores • Ohio
1 Exhibit 3 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 30, 1998, between Omnicare, Inc. a Delaware corporation ("Omnicare"), and the persons listed on Schedule A hereto (collectively, the "Securityholders"). WHEREAS, Omnicare and IBAH, Inc.,...Voting Agreement • April 8th, 1998 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
Exhibit (a)(5)(A) AGREEMENT AND PLAN OF MERGERMerger Agreement • August 15th, 2002 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
by and amongMerger Agreement • December 18th, 2002 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
INDENTUREIndenture • March 23rd, 2001 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of December 10, 1997 by and among OMNICARE, INC., a Delaware corporation (the "Company") and MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE...Registration Rights Agreement • February 6th, 1998 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
RECITALS:Credit Agreement • November 13th, 2000 • Omnicare Inc • Retail-drug stores and proprietary stores • Illinois
EXHIBIT 10.8 INDEMNIFICATION AGREEMENT ------------------------- AGREEMENT, effective as of ____________, between Omnicare, Inc., a Delaware corporation (the "Company"), and _______________ (the "Indemnitee"), a director or officer, or both, of the...Indemnification Agreement • March 30th, 1999 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • February 26th, 1996 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
AmongCredit Agreement • March 31st, 1997 • Omnicare Inc • Retail-drug stores and proprietary stores • Illinois
RECITALS:Credit Agreement • December 29th, 1998 • Omnicare Inc • Retail-drug stores and proprietary stores • Illinois
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 29th day of December, 1997, by and between Dale B. Evans, Ph.D. ("Executive") and COROMED, Inc., a Delaware corporation (the "Company"); WHEREAS, pursuant to...Employment Agreement • February 6th, 1998 • Omnicare Inc • Retail-drug stores and proprietary stores • Ohio
1 Exhibit 2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of March 30, 1998 (the "Agreement"), between Omnicare, Inc. a Delaware corporation ("Grantee"), and IBAH, Inc., a Delaware corporation ("Grantor"). WHEREAS, Grantee and Grantor are...Stock Option Agreement • April 8th, 1998 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
Execution Copy ================================================================ ================ AGREEMENT AND PLAN OF MERGER by and among OMNICARE, INC., NCS ACQUISITION CORP. and NCS HEALTHCARE, INC. Dated as of October [___], 2002 TABLE OF CONTENTSMerger Agreement • October 7th, 2002 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
Exhibit 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 7th, 1998 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
1 EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- JOEL F. GEMUNDER of Cincinnati, Ohio ("Employee"), and OMNICARE MANAGEMENT COMPANY, a Delaware corporation with its principal place of business in Cincinnati, Ohio (the...Employment Agreement • March 25th, 1996 • Omnicare Inc • Retail-drug stores and proprietary stores
1 EXHIBIT 4.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 (this "Amendment") is entered into as of December 23, 1997 by and among Omnicare, Inc., a Delaware corporation (the "Borrower"), the undersigned lenders (collectively, the...Credit Agreement • March 30th, 1999 • Omnicare Inc • Retail-drug stores and proprietary stores • Illinois
1 Exhibit 4.2 U.S. $400,000,000 364-DAY CREDIT AGREEMENT Dated as of December 21, 1998364-Day Credit Agreement • December 29th, 1998 • Omnicare Inc • Retail-drug stores and proprietary stores • Illinois
Offer to Purchase for Cash All Outstanding Shares of Class A Common Stock and Class B Common Stock of NCS HEALTHCARE, INC. at $3.50 NET PER SHARE by NCS ACQUISITION CORP., a wholly-owned subsidiary of OMNICARE, INC.Offer to Purchase • August 8th, 2002 • Omnicare Inc • Retail-drug stores and proprietary stores
andRights Agreement • May 18th, 1999 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 1996 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
E-25Split Dollar Agreement • March 25th, 1996 • Omnicare Inc • Retail-drug stores and proprietary stores • Ohio
AmongCredit Agreement • March 23rd, 2001 • Omnicare Inc • Retail-drug stores and proprietary stores • Illinois
EXHIBIT (d)(3) [LETTERHEAD OF OMNICARE, INC.] January 5, 2003 NCS HealthCare, Inc. 3201 Enterprise Parkway Suite 220 Beachwood, Ohio 44122 Attention: Jon H. Outcalt Dear Mr. Outcalt: Reference is made to that certain Agreement and Plan of Merger (the...Merger Agreement • January 6th, 2003 • Omnicare Inc • Retail-drug stores and proprietary stores
E-62Employment Agreement • March 31st, 1997 • Omnicare Inc • Retail-drug stores and proprietary stores • Ohio
AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 (the "Amendment") is entered into as of September 3, 1999 by and among OMNICARE, INC., a Delaware corporation (the "Borrower"), the undersigned lenders (collectively, the "Lenders") and THE...Credit Agreement • November 15th, 1999 • Omnicare Inc • Retail-drug stores and proprietary stores • Illinois
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 29th day of December, 1997, by and between Alice G. Stasky ("Executive") and COROMED, Inc., a Delaware corporation (the "Company"); WHEREAS, pursuant to the...Employment Agreement • February 6th, 1998 • Omnicare Inc • Retail-drug stores and proprietary stores • Ohio
OMNICARE, INC.Registration Rights Agreement • March 23rd, 2001 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
EXHIBIT 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 5th day of August, 1998 by and between OMNICARE, INC., a Delaware corporation (the "Company") and PETER LATERZA ("Mr. Laterza"). WHEREAS, the...Employment Agreement • March 30th, 2000 • Omnicare Inc • Retail-drug stores and proprietary stores • Ohio
AGREEMENT AND PLAN OF MERGER by and between COMPSCRIPT, INC. and OMNICARE, INC. Dated as of February 23, 1998 AGREEMENT AND PLAN OF MERGERMerger Agreement • March 4th, 1998 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
Exhibit (a)(5)(D) Termination and Settlement Agreement TERMINATION AND SETTLEMENT AGREEMENT, dated as of December 15, 2002 (this "Agreement"), by and among Genesis Health Ventures, Inc., a Pennsylvania corporation ("Genesis"), Geneva Sub, Inc., a...Termination and Settlement Agreement • December 16th, 2002 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
NINETEENTH AMENDMENT TO EMPLOYMENT AGREEMENT JOEL F. GEMUNDER ("Employee"), and OMNICARE MANAGEMENT COMPANY, a Delaware corporation with its principal place of business in Covington, Kentucky (the "Company"), hereby agree as follows: 1. Recitals (a)...Employment Agreement • March 15th, 2004 • Omnicare Inc • Retail-drug stores and proprietary stores
FORM OFEmployment Agreement • March 30th, 2000 • Omnicare Inc • Retail-drug stores and proprietary stores
