EXHIBIT 10.22 TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT PATRICK E. KEEFE ("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/ Patrick E. Keefe /s/ Cheryl D. Hodges - -------------------- ------------------------ Patrick E. Keefe By: Cheryl D. Hodges Title: Vice President