EXHIBIT 10.22
TWELFTH
AMENDMENT TO EMPLOYMENT AGREEMENT
XXXXXXX X. XXXXX ("Employee"), and OMNICARE MANAGEMENT COMPANY, a Delaware
corporation (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. have been transferred to the Company, effective December 31,
1988. The employment agreement between the Employee and Omnicare, Inc., dated
March 4, 1993 (the "Employment Agreement") was transferred to the Company
pursuant to the Assignment and Assumption Agreement, dated May 16, 1994, among
the Company, the Employee and Omnicare, Inc. (the "Assignment and Assumption
Agreement);
(c) The Company, as assignee, and Employee amended the Employment Agreement
by mutual written agreement on May 16, 1994, May 15, 1995, May 20, 1996, May 19,
1997, May 18, 1998, March 3, 1999, February 25, 2000, March 1, 2000, March 1,
2001, February 6, 2002 and March 6, 2003 (the "Prior Amendments"); and
(d) The Company and the Employee wish to amend the Employment Agreement as
set forth below.
2. Amendments
(a) Section 1.2 of the Employment Agreement is amended by deleting the year
"2008" from the third line of Section 1.2 and substituting the year "2009"
therefor.
(b) The amount of unrestricted stock award recognized in lieu of incentive
compensation in 2003 is $935,489.
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 and those of the
Assignment and Assumption Agreement.
IN WITNESS WHEREOF, the parties have duly executed this amendatory
agreement as of March 11, 2004.
EMPLOYEE OMNICARE MANAGEMENT
COMPANY
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxx By: Xxxxxx X. Xxxxxx
Title: Vice President
