0000353230-14-000012 Sample Contracts

April 25, 2013 Randall Carpenter Florence, KY 41042 Dear Randy:
Employment Agreement • February 19th, 2014 • Omnicare Inc • Retail-drug stores and proprietary stores • Kentucky

As you are aware, your Employment Agreement dated March 25, 2011 (the "Agreement") expires on May 2, 2013. Omnicare, Inc. ("Omnicare") is not taking any action with respect to your employment or the Agreement during the term of your Agreement. Rather, Omnicare is simply saying that the Agreement will expire. After May 2, 2013, your employment with Omnicare will continue on an at-will basis. Your current position, duties, salary and benefits will not be impacted by the non-renewal of your Agreement.

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OMNICARE, INC. Performance Restricted Stock Unit Award
Performance Restricted Stock Unit Award • February 19th, 2014 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware

This AWARD AGREEMENT (this “Agreement”) is effective as of ______________, by and between Omnicare, Inc., a Delaware corporation (“Omnicare”), and _______________ (the “Participant”). The performance restricted stock unit award granted hereby is granted by the Compensation Committee (the “Committee”) of Omnicare’s Board of Directors pursuant to the terms of the 2004 Stock and Incentive Plan (the “Stock Plan”). All capitalized terms not defined in this Agreement, shall have the meanings assigned to such term in the Stock Plan.

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