1
EIGHTH
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
XXXX X. XXXXXXXX of Cincinnati, Ohio ("Employee"), and OMNICARE
MANAGEMENT COMPANY, a Delaware corporation with its principal place of business
in Cincinnati, Ohio (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 and May 16, 1994 (the "Prior
Amendments").
2. Amendments
----------
(a) Section 1.2 of the Employment Agreement is amended by deleting
the year "1999" from the third line of Section 1.2 and substituting the year
"2000" therefor.
(b) Section 2.1 of the Employment Agreement is amended by deleting
"$342,500" from the second line thereof and substituting "$500,000" therefor.
(c) The amount of unrestricted stock award recognized in lieu of
incentive compensation in 1994 is $200,455.
(d) Section 3.1(b) is hereby deleted and 3.1(c) is renumbered as
3.1(b) reading as follows:
3.1(b) The termination by the Company of the Employee's employment
for Cause pursuant to Section 3.3. The termination by the Company of
Employee's employment hereunder for any reason other than those
specified in paragraphs (a) and (b) above shall hereinafter be
referred to as a termination "Without Cause". Any
disability of an Employee shall not be grounds for termination.
(e) Section 3.2 is hereby deleted.
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 May 15, 1995.
OMNICARE MANAGEMENT COMPANY
/s/Xxxx X. Xxxxxxxx By: /s/Xxxxxx X. Xxxxxx
------------------- -------------------
XXXX X. XXXXXXXX
X-0
0
XXXXXX
XXXXXXXXX TO EMPLOYMENT AGREEMENT
---------------------------------
XXXXXXX X. XXXXXXXXXX of Cincinnati Ohio ("Employee") and
OMNICARE MANAGEMENT COMPANY, a Delaware corporation with its principal place of
business in Cincinnati, Ohio (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. The Employment Agreement between Omnicare, Inc. and
Employee dated May 17, 1993 (the "Employment Agreement") was transferred
pursuant to the Assignment and Assumption Agreement dated May 16, 1994 among
the company, 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.
2. Amendments
----------
(a) Section 1.2 of the Employment Agreement is hereby amended
by deleting the year "1999" from the third line of Section 1.2 and substituting
the year "2000" therefor.
(b) Section 2.1 of the Employment Agreement is hereby amended
by deleting "$176,800" from the second line thereof and substituting $193,300"
therefor.
(c) The amount of unrestricted stock award recognized in lieu
of incentive compensation in 1994 is $89,744.
(d) Section 3.1(b) is hereby deleted and 3.1(c) is renumbered
as 3.1(b) reading as follows:
3.1(b) The termination by the Company of the Employee's
employment for Cause pursuant to Section 3.3. The termination
by the Company of Employee's employment hereunder for any
reason other than those specified in paragraphs (a) and (b)
above shall hereinafter be referred to as a termination
"Without Cause". Any disability of an Employee shall not be
grounds for termination.
(e) Section 3.2 is hereby deleted.
3. General
-------
Except 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 May 15, 1995.
OMNICARE MANAGEMENT COMPANY
/s/Xxxxxxx X. Xxxxxxxxxx By: /s/Xxxx X.Xxxxxxxx
------------------------- ------------------
XXXXXXX X. XXXXXXXXXX
E-10
3
SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
XXXXXXX X. XXXXX of Cincinnati Ohio ("Employee") and OMNICARE
MANAGEMENT COMPANY, a Delaware corporation with its principal place of business
in Cincinnati, Ohio (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. The Employment Agreement between Omnicare, Inc. and
Employee dated March 4, 1993 (the "Employment Agreement") was transferred
pursuant to the Assignment and Assumption Agreement dated May 16, 1994 among
the company, 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.
2. Amendments
----------
(a) Section 1.2 of the Employment Agreement is hereby amended
by deleting the year "1999" from the third line of Section 1.2 and substituting
the year "2000" therefor.
(b) Section 2.1 of the Employment Agreement hereby amended by
deleting "$120,000" from the second line thereof and substituting "$168,500"
thereof.
(c) Section 3.1(b) is hereby deleted and 3.1(c) is renumbered
as 3.1(b) reading as follows:
3.1(b) The termination by the Company of the Employee's
employment for Cause pursuant to Section 3.3. The termination
by the Company of Employee's employment hereunder for any
reason other than those specified in paragraphs (a) and (b)
above shall hereinafter be referred to as a termination
"Without Cause". Any disability of an Employee shall not be
grounds for termination.
(e) Section 3.2 is hereby deleted.
3. General
-------
Except 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 May 15, 1995.
OMNICARE MANAGEMENT COMPANY
/s/Xxxxxxx X. Xxxxx By: /s/Xxxx X.Xxxxxxxx
------------------- -------------------
XXXXXXX X. XXXXX
E-11
4
EIGHTH
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
XXXXXX X. XXXXXX of Cincinnati, Ohio ("Employee"), and
OMNICARE MANAGEMENT COMPANY, a Delaware corporation with its principal place of
business in Cincinnati, Ohio (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 and May 16, 1994
(the "Prior Amendments").
2. Amendments
----------
(a) Section 1.2 of the Employment Agreement is amended by
deleting the year "1999" from the third line of Section 1.2 and substituting
the year "2000" therefor.
(b) Section 2.1 of the Employment Agreement is amended by
deleting "$112,050" from the second line thereof and substituting "$135,000"
therefor.
(c) The amount of unrestricted stock award recognized in lieu
of incentive compensation in 1994 is $49,704.
(d) Section 3.1(b) is hereby deleted and 3.1(c) is renumbered
as 3.1(b) reading as follows:
3.1(b) The termination by the Company of the Employee's
employment for Cause pursuant to Section 3.3. The termination
by the Company of Employee's employment hereunder for any
reason other than those specified in paragraphs (a) and (b)
above shall hereinafter be referred to as a termination
"Without Cause". Any disability of an Employee shall not be
grounds for termination.
(e) Section 3.2 is hereby deleted.
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 May 15, 1995.
OMNICARE MANAGEMENT COMPANY
/s/Xxxxxx X. Xxxxxx By: /s/Xxxx X.Xxxxxxxx
------------------- ------------------
XXXXXX X. XXXXXX
E-12
