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EXHIBIT 10.18
TWELFTH
AMENDMENT TO EMPLOYMENT AGREEMENT
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XXXX X. GEMUDER of Cincinnati, Ohio ("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) The Company is an indirect subsidiary of Omnicare, Inc. as a result
of a corporate restructuring of Omnicare, Inc. and its affiliates.
(b) In connection with such restructuring certain assets and liabilities
of Omnicare, Inc. were transferred to the Company effective December 31, 1988,
including an Employment Agreement between Omnicare, Inc, and Employee dated
August 4, 1988 (the "Employment Agreement").
(c) The Company, as assignee, and Employee amended the Employment Agreement
by mutual written agreement on December 31, 1988, May 23, 1989, May 22,
1990, May 21, 1991, May 19, 1992, May 17, 1993, May 16, 1994, May 15, 1995,
May 20, 1996, May 19, 1997 and May 18, 1998 (the "Prior Amendments").
2. Amendments
(a) Section 1.2 of the Employment Agreement is amended by deleting the year
"2003" from the third line of Section 1.2 and substituting the year "2004"
therefor.
(b) The amount of unrestricted stock award recognized in lieu of incentive
compensation in 1998 is $843,779.
3. General
Except as previously changed by the Prior Amendments and as specifically
amended herein, the Employment Agreement will remain in full force and effect
in accordance with its original terms, conditions and provisions.
IN WITNESS WHEREOF, the parties have duly executed this amendatory agreement
as of March 3, 1999.
OMNICARE MANAGEMENT COMPANY
____________________________ By: __________________________
XXXX X. XXXXXXXX Xxxxxx X. Xxxxxx
