1
NINTH
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
JOEL F. GEMUNDER 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, May 16, 1994 and May 15, 1995 (the "Prior
Amendments").
2. Amendments
----------
(a) Section 1.2 of the Employment Agreement is amended by deleting the year
"2000" from the third line of Section 1.2 and substituting the year "2001"
therefor.
(b) Section 2.1 of the Employment Agreement is amended by deleting "$500,000"
from the second line thereof and substituting "$558,600" therefor.
(c) The amount of unrestricted stock award recognized in lieu of incentive
compensation in 1995 is $401,667.
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 20, 1996.
OMNICARE MANAGEMENT COMPANY
/s/ Joel F. Gemunder By: /s/ Cheryl D. Hodges
- --------------------------- ---------------------------
JOEL F. GEMUNDER
E-92
2
THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
KENNETH W. CHESTERMAN 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 and May 15, 1995.
2. Amendments
----------
(a) Section 1.2 of the Employment Agreement is hereby amended by deleting the
year "2000" from the third line of Section 1.2 and substituting the year "2001"
therefor.
(b) The amount of unrestricted stock award recognized in lieu of incentive
compensation in 1995 is $203,759.
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 20, 1996.
OMNICARE MANAGEMENT COMPANY
/s/ Kenneth W. Chesterman By: /s/Cheryl D. Hodges
------------------------- -----------------------
KENNETH W. CHESTERMAN
E-93
3
THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
PATRICK E. KEEFE 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 and May 15, 1995.
2. Amendments
----------
(a) Section 1.2 of the Employment Agreement is hereby amended by deleting
the year "2000" from the third line of Section 1.2 and substituting the year
"2001" therefor.
(b) The amount of unrestricted stock award recognized in lieu of
incentive compensation in 1995 is $44,141.
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 20, 1996.
OMNICARE MANAGEMENT COMPANY
/s/Patrick E. Keefe By: /s/Cheryl D. Hodges
- ------------------------------ ---------------------------
PATRICK E. KEEFE
E-94
4
NINTH
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
CHERYL D. HODGES 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, May 16, 1994 and May 15, 1995 (the "Prior
Amendments").
2. Amendments
----------
(a) Section 1.2 of the Employment Agreement is amended by deleting the year
"2000" from the third line of Section 1.2 and substituting the year "2001"
therefor.
(b) The amount of unrestricted stock award recognized in lieu of incentive
compensation in 1995 is $70,000.
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 20, 1996.
OMNICARE MANAGEMENT COMPANY
/s/ Cheryl D. Hodges By: /s/ Joel F. Gemunder
- ---------------------------------- ------------------------------
CHERYL D. HODGES
E-95