-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QQFBVkU81PNDoD/dV9o09kKyjrCE9kVz+dbw/zEprZybZrEubSxhxaXmJ8cn4DSJ lEeh9KZy5SLlzSVCwRb5Iw== 0000898822-05-000773.txt : 20050718 0000898822-05-000773.hdr.sgml : 20050718 20050718172247 ACCESSION NUMBER: 0000898822-05-000773 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050718 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050718 DATE AS OF CHANGE: 20050718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEIGHBORCARE INC CENTRAL INDEX KEY: 0000874265 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 061132947 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33217 FILM NUMBER: 05960097 BUSINESS ADDRESS: STREET 1: NEIGHBORCARE, INC. STREET 2: 601 EAST PRATT STREET THIRD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: (410) 528-7300 MAIL ADDRESS: STREET 1: NEIGHBORCARE, INC. STREET 2: 601 EAST PRATT STREET THIRD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS HEALTH VENTURES INC /PA DATE OF NAME CHANGE: 19950214 8-K 1 july188k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): JULY 12, 2005 NEIGHBORCARE, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 0-33217 06-1132947 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 601 EAST PRATT STREET, THIRD FLOOR BALTIMORE, MD 21202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (410) 528-7300 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. NeighborCare, Inc. (the "Company") entered into amendments, dated as July 12, 2005, to the employment agreements between the Company and each of John J. Arlotta, John L. Kordash, John F. Gaither, Jr., Richard W. Hunt and Robert A. Smith (collectively, the "Amendments"). The Amendments revise the terms and conditions of the executives' employment as follows: RESIGNATION FOR GOOD REASON Mr. Smith will not resign for good reason pursuant to Section 4(d)(iv) of his employment agreement as a result of a change in title, position, or responsibilities or other changes in status during the six-month period after a Change in Control of the Company (as currently defined in Section 1.04 of the NeighborCare, Inc. Severance Pay Plan) so long as he continues to be employed in the same position and title at the Company with substantially similar responsibilities and duties during such six month period (taking into account that the Company may be a subsidiary and no longer publicly traded following the Change in Control). Messrs. Kordash and Gaither, Jr. will not resign for good reason pursuant to Section 4(d)(i) of their respective employment agreements and Mr. Hunt will not resign for good reason pursuant to Section 4(d)(iv) of his employment agreement as a result of a change in title, position, or responsibilities (or other changes in status in each case) during the ninety-day period after the Change in Control so long as they continue to be employed in the same position and title at the Company with substantially similar responsibilities and duties during such ninety day period (taking into account that the Company may be a subsidiary and no longer publicly traded following the Change in Control). NONCOMPETITION AND NONSOLICITATION OF CUSTOMERS FOLLOWING EMPLOYMENT WITH THE COMPANY Mr. Smith will be permitted to compete with the Company and to solicit customers, suppliers, salesmen, agents or representatives of the Company, if such actions are on behalf of a company that is only competitive with the retail pharmacy business of the Company (as such retail pharmacy business of the Company is in effect as of immediately prior to a Change in Control). For Messers. Arlotta, Kordash, Hunt and Gaither, the non-competition and non-solicitation provisions will be limited to non-competition with, and non-solicitation or service of customers of, the Company's LTC Pharmacy Services (as defined below) business as of immediately prior to the Change in Control. The non-compete will not restrict an individual from associating with an entity in which LTC Pharmacy Services represents less than 25% of such entity's total business. The agreement not to solicit or serve, directly or indirectly, shall apply only to Facilities (as defined below) served by the Company as of July 6, 2005 or served by the Company within the twelve month period preceding the effective date of the Change in Control. In addition, for 90 days following the effective date of a Change in Control, the agreement not to solicit or serve, directly or indirectly, shall also apply to Facilities that have been solicited by the Company during the 90 day period prior to the effective date of such Change in Control. For purposes of these amendments, "LTC Pharmacy Services" means: The provision of pharmaceutical products, including, without limitation, prescription and non-prescription drugs; biological products and infusion therapies; all related pharmacy services, including, without limitation, consultant pharmacist services, medical records, formulary management services and group purchasing and enteral nutrition products to Facilities (as defined in the Amendments) and to residents of such Facilities; provided that the provision of biological products, infusion therapies and enteral nutrition products (and related services) to Facilities other than nursing facilities, assisted living facilities, hospices and long-term acute care hospitals shall be permitted. "Facilities" means nursing homes, assisted living facilities, independent living facilities, supportive living facilities, long-term acute care hospitals, facilities for the developmentally disabled, retirement communities, continuing care retirement communities, and other institutional and long-term care settings. NONSOLICITATION OF EMPLOYEES FOLLOWING EMPLOYMENT WITH THE COMPANY Mr. Arlotta will be permitted to hire or solicit any two of the following five senior executive officers: (i) Stephen Duvall (ii) Mr. Gaither, (iii) Mr. Hunt, (iv) Mr. Kordash and (v) Mr. Smith. The Amendments will be of no further force or effect if a Change in Control of the Company does not occur on or prior to December 31, 2005. Except with respect to the amendments described above, our employment agreement with Messrs. Kordash, Gaither, Smith, Hunt and Arlotta remain in full force and effect. The foregoing summary of the amendments to our employment agreement with such executives is qualified in its entirety by the specific language of such amendments, which are included as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS The exhibits to this report are as follows: EXHIBIT NO. DESCRIPTION - -------- ---------------------------------------------------------------------- 99.1 Amendment Number Two, dated as of July 12, 2005, to the Employment Agreement by and between NeighborCare, Inc. and John L. Kordash, amended and restated as of December 9, 2003, and amended as of June 22, 2004. 99.2 Amendment Number Two, dated as of July 12, 2005, to the Employment Agreement by and between NeighborCare, Inc. and John F. Gaither, Jr., amended and restated as of December 9, 2003, and amended as of June 22, 2004. 99.3 Amendment Number Two, dated as of July 12, 2005, to the Employment Agreement by and between NeighborCare, Inc. and Robert A. Smith, amended and restated as of December 9, 2003, and amended as of February 11, 2005. 99.4 Amendment Number One, dated as of July 12, 2005, to the Employment Agreement by and between NeighborCare, Inc. and Richard W. Hunt, executed on June 29, 2004. 99.5 Amendment Number Three, dated as of July 12, 2005, to the Employment Agreement by and between NeighborCare, Inc. and John Arlotta, executed on July 7, 2003, as amended on December 9, 2003 and June 18, 2004. 2 - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEIGHBORCARE, INC. Date: July 18, 2005 By: /s/ John F. Gaither, Jr. ----------------------------- John F. Gaither, Jr. Senior Vice President, General Counsel, and Secretary 3 - -------------------------------------------------------------------------------- INDEX OF EXHIBITS EXHIBIT NO. DESCRIPTION - -------- ---------------------------------------------------------------------- 99.1 Amendment Number Two, dated as of July 12, 2005, to the Employment Agreement by and between NeighborCare, Inc. and John L. Kordash, amended and restated as of December 9, 2003, and amended as of June 22, 2004. 99.2 Amendment Number Two, dated as of July 12, 2005, to the Employment Agreement by and between NeighborCare, Inc. and John F. Gaither, Jr., amended and restated as of December 9, 2003, and amended as of June 22, 2004. 99.3 Amendment Number Two, dated as of July 12, 2005, to the Employment Agreement by and between NeighborCare, Inc. and Robert A. Smith, amended and restated as of December 9, 2003, and amended as of February 11, 2005. 99.4 Amendment Number One, dated as of July 12, 2005, to the Employment Agreement by and between NeighborCare, Inc. and Richard W. Hunt, executed on June 29, 2004. 99.5 Amendment Number Three, dated as of July 12, 2005, to the Employment Agreement by and between NeighborCare, Inc. and John Arlotta, executed on July 7, 2003, as amended on December 9, 2003 and June 18, 2004. 4 - -------------------------------------------------------------------------------- EX-99 2 kordashemploy.txt AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN NEIGHBORCARE, INC. (THE "COMPANY") AND JOHN L. KORDASH ("EXECUTIVE") WHEREAS, Executive is currently employed by the Company; WHEREAS, the terms of Executive's employment are currently governed by that certain amended and restated employment agreement, amended and restated as of December 9, 2003, and amended as of June 22, 2004 (the "Employment Agreement"); and WHEREAS, Executive would have Good Reason pursuant to the terms of the Employment Agreement to terminate his employment with the Company upon a Change of Control that results in the Company becoming a subsidiary of another entity and no longer publicly traded; and WHEREAS, in the event of a Change of Control, it is likely to be in the interest of the Company for Executive to be obligated to continue his employment with the Company for a period of at least ninety days following such Change of Control, to assist with transition and for other reasons; and WHEREAS, the Company and Executive wish to amend the terms of the Employment Agreement effective as of a Change in Control of the Company (as currently defined in Section 1.04 of the NeighborCare, Inc. Severance Pay Plan), on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. Section 4(d) of the Employment Agreement is hereby amended by adding the following paragraph at the end thereof: "Notwithstanding the foregoing, Executive agrees not to 2 exercise Executive's right to resign for Good Reason pursuant to Section 4(d)(i) hereof until the end of the ninety (90) day period commencing on the effective date of a Change of Control, so long as Executive continues to be employed in the same position and title at the Company with substantially similar responsibilities and duties during such ninety-day period (taking into account that the Company may be a subsidiary and no longer publicly traded following such Change of Control)." 2. Section 8(b) of the Employment Agreement is hereby amended by adding the following paragraph at the end thereof: Notwithstanding the foregoing, the provisions of Sections 8(b)(i) and 8(b)(iii) shall only prohibit Executive from competition with, and solicitation or service of, customers of the Company's LTC Pharmacy Services (as defined below) business as of immediately prior to a Change of Control and shall have no other effect; provided that the restriction on competition shall not apply to any association by the Executive with entities for which LTC Pharmacy Services comprises 25% or less of such entity's total business; and further provided that the restriction on solicitation or service of customers, directly or indirectly, shall apply only to Facilities (as defined below) served by the Company as of July 6, 2005 or served by the Company during the 12-month period immediately preceding the effective date of a Change of Control. Notwithstanding the foregoing, during the 90-day period following the effective date of a Change of Control, Executive shall be prohibited from soliciting or serving, directly or indirectly, Facilities that have been solicited by the Company during the 90-day period prior to the effective date of such Change of Control. "LTC Pharmacy Services" means: The provision of pharmaceutical products, including, without limitation, prescription and non-prescription drugs; biological products and infusion therapies; all related pharmacy services, including, without limitation, consultant pharmacist services, medical records, formulary management services and group purchasing and enteral nutrition products to nursing homes, assisted living facilities, independent living facilities, supportive living facilities, long-term acute care hospitals, facilities for the developmentally disabled, retirement communities, continuing care retirement communities, and other institutional and long-term care settings (collectively, "Facilities") and to 3 residents of such Facilities; provided that the provision of biological products, infusion therapies and enteral nutrition products (and related services) to Facilities other than nursing facilities, assisted living facilities, hospices and long-term acute care hospitals shall be permitted. 3. Except as provided in this Amendment No. 2, the terms and conditions of the Employment Agreement shall remain unchanged. 4. This Amendment No. 2 shall be of no further force or effect if a Change in Control of the Company does not occur on or prior to December 31, 2005. 4 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. /s/ John L. Kordash NeighborCare, Inc. ---------------------- John L. Kordash By: /s/ Kathlenn F. Ayres --------------------------------------- July 12, 2005 Name: Kathleen F. Ayres Title: Senior Vice President, Human Resources July 12, 2005 EX-99 3 gaitheremploy.txt AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN NEIGHBORCARE, INC. (THE "COMPANY") AND JOHN F. GAITHER, JR. ("EXECUTIVE") WHEREAS, Executive is currently employed by the Company; WHEREAS, the terms of Executive's employment are currently governed by that certain amended and restated employment agreement, amended and restated as of December 9, 2003, and amended as of June 22, 2004 (the "Employment Agreement"); and WHEREAS, Executive would have Good Reason pursuant to the terms of the Employment Agreement to terminate his employment with the Company upon a Change of Control that results in the Company becoming a subsidiary of another entity and no longer publicly traded; and WHEREAS, in the event of a Change of Control, it is likely to be in the interest of the Company for Executive to be obligated to continue his employment with the Company for a period of at least ninety days following such Change of Control, to assist with transition and for other reasons; WHEREAS, the Company and Executive wish to amend the terms of the Employment Agreement effective as of a Change in Control of the Company (as currently defined in Section 1.04 of the NeighborCare, Inc. Severance Pay Plan), on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. Section 4(d) of the Employment Agreement is hereby amended by adding the following paragraph at the end thereof: "Notwithstanding the foregoing, Executive agrees not to exercise Executive's right to resign for Good Reason pursuant to Section 4(d)(i) hereof until the end of the ninety (90) day period commencing on the effective date of a Change of Control, so long as Executive continues to be employed in the same position and title at the Company with substantially similar responsibilities and duties during such ninety-day period (taking into account that the Company may be a subsidiary and no longer publicly traded following such Change of Control)." 2. Section 8(b) of the Employment Agreement is hereby amended by adding the following paragraph at the end thereof: Notwithstanding the foregoing, the provisions of Sections 8(b)(i) and 8(b)(iii) shall only prohibit Executive from competition with, and solicitation or service of, customers of the Company's LTC Pharmacy Services (as defined below) business as of immediately prior to a Change of Control and shall have no other effect; provided that the restriction on competition shall not apply to any association by the Executive with entities for which LTC Pharmacy Services comprises 25% or less of such entity's total business; and further provided that the restriction on solicitation or service of customers, directly or indirectly, shall apply only to Facilities (as defined below) served by the Company as of July 6, 2005 or served by the Company during the 12-month period immediately preceding the effective date of a Change of Control. Notwithstanding the foregoing, during the 90-day period following the effective date of a Change of Control, Executive shall be prohibited from soliciting or serving, directly or indirectly, Facilities that have been solicited by the Company during the 90-day period prior to the effective date of such Change of Control. "LTC Pharmacy Services" means: The provision of pharmaceutical products, including, without limitation, prescription and non-prescription drugs; biological products and infusion therapies; all related pharmacy services, including, without limitation, consultant pharmacist services, medical records, formulary management services and group purchasing and enteral nutrition products to nursing homes, assisted living facilities, independent living facilities, supportive living facilities, long-term acute care hospitals, facilities for the developmentally disabled, retirement communities, continuing care retirement communities, and other institutional and long-term care settings (collectively, "Facilities") and to residents of such Facilities; provided that the provision of biological products, infusion therapies and enteral nutrition products (and related services) to Facilities other than nursing facilities, assisted living facilities, hospices and long-term acute care hospitals shall be permitted. 3. Except as provided in this Amendment No. 2, the terms and conditions of the Employment Agreement shall remain unchanged. 4. This Amendment No. 2 shall be of no further force or effect if a Change in Control of the Company does not occur on or prior to December 31, 2005. 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. /s/ John F. Gaither, Jr. - ----------------------------------- NeighborCare, Inc. John F. Gaither, Jr. By: /s/ Kathlenn F. Ayres ---------------------------- July 12, 2005 Name: Kathlenn F. Ayres Title: Senior Vice President, Human Resources July 12, 2005 3 EX-99 4 smithemploy.txt AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN NEIGHBORCARE, INC. (THE "COMPANY") AND ROBERT A. SMITH ("EXECUTIVE") WHEREAS, Executive is currently employed by the Company; WHEREAS, the terms of Executive's employment are currently governed by that certain amended and restated employment agreement, amended and restated as of December 9, 2003 and amended as of February 11, 2005 (the "Employment Agreement"); and WHEREAS, Executive could have Good Reason pursuant to the terms of the Employment Agreement to terminate his employment with the Company upon a Change of Control that results in the Company becoming a subsidiary of another entity and no longer publicly traded; and WHEREAS, in the event of a Change of Control, it is likely to be in the interest of the Company for Executive to be obligated to continue his employment with the Company for a period of at least six months following such Change of Control, to assist with transition and for other reasons; and WHEREAS, the Company and Executive wish to amend the terms of the Employment Agreement effective as of a Change in Control of the Company (as currently defined in Section 1.04 of the NeighborCare, Inc. Severance Pay Plan), on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. Section 4(d) of the Employment Agreement is hereby amended by adding the following paragraph at the end thereof: "Notwithstanding the foregoing, Executive agrees not to 2 exercise Executive's right to resign for Good Reason pursuant to Section 4(d)(iv) hereof until the end of the six (6) month period commencing on the effective date of a Change of Control, so long as Executive continues to be employed in the same position and title at the Company with substantially similar responsibilities and duties during such six-month period (taking into account that the Company may be a subsidiary and no longer publicly traded following such Change of Control)." 2. Section 8(b) of the Employment Agreement is hereby amended by adding the following paragraph at the end thereof: "Notwithstanding the foregoing, Executive shall not be prohibited from undertaking the actions referred to in Sections 8(b)(i) and 8(b)(iii) above if such actions are on behalf of a company that is only competitive with the retail pharmacy business of the Company (as such retail pharmacy business of the Company is in effect as of immediately prior to a Change of Control)." 3. Except as provided in this Amendment No. 2, the terms and conditions of the Employment Agreement shall remain unchanged. 4. This Amendment No. 2 shall be of no further force or effect if a Change in Control of the Company does not occur on or prior to December 31, 2005. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. /s/ Robert A. Smith NeighborCare, Inc. - -------------------------- Robert A. Smith By: /s/ Kathleen F. Ayres ------------------------------------ July 12, 2005 Name: Kathleen F. Ayres Title: Senior Vice President, Human Resources July 12, 2005 EX-99 5 huntemploy.txt AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN NEIGHBORCARE, INC. (THE "COMPANY") AND RICHARD W. HUNT ("EXECUTIVE") WHEREAS, Executive is currently employed by the Company; WHEREAS, the terms of Executive's employment are currently governed by that certain employment agreement executed on June 29, 2004 (the "Employment Agreement"); and WHEREAS, Executive would have Good Reason pursuant to the terms of the Employment Agreement to terminate his employment with the Company upon a Change of Control that results in the Company becoming a subsidiary of another entity and no longer publicly traded; and WHEREAS, in the event of a Change of Control, it is likely to be in the interest of the Company for Executive to be obligated to continue his employment with the Company for a period of at least ninety days following such Change of Control, to assist with transition and for other reasons; and WHEREAS, the Company and Executive wish to amend the terms of the Employment Agreement effective as of a Change in Control of the Company (as currently defined in Section 1.04 of the NeighborCare, Inc. Severance Pay Plan), on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. Section 4(d) of the Employment Agreement is hereby amended by adding the following paragraph at the end thereof: "Notwithstanding the foregoing, Executive agrees not to exercise Executive's right to resign for Good Reason pursuant to Section 4(d)(iv) hereof until the 2 end of the ninety (90) day period commencing on the effective date of a Change of Control, so long as Executive continues to be employed in the same position and title at the Company with substantially similar responsibilities and duties during such ninety-day period (taking into account that the Company may be a subsidiary and no longer publicly traded following such Change of Control)." 2. Section 8(b) of the Employment Agreement is hereby amended by adding the following paragraph at the end thereof: Notwithstanding the foregoing, the provisions of Sections 8(b)(i) and 8(b)(iii) shall only prohibit Executive from competition with, and solicitation or service of, customers of the Company's LTC Pharmacy Services (as defined below) business as of immediately prior to a Change of Control and shall have no other effect; provided that the restriction on competition shall not apply to any association by the Executive with entities for which LTC Pharmacy Services comprises 25% or less of such entity's total business; and further provided that the restriction on solicitation or service of customers, directly or indirectly, shall apply only to Facilities (as defined below) served by the Company as of July 6, 2005 or served by the Company during the 12-month period immediately preceding the effective date of a Change of Control. Notwithstanding the foregoing, during the 90-day period following the effective date of a Change of Control, Executive shall be prohibited from soliciting or serving, directly or indirectly, Facilities that have been solicited by the Company during the 90-day period prior to the effective date of such Change of Control. "LTC Pharmacy Services" means: The provision of pharmaceutical products, including, without limitation, prescription and non-prescription drugs; biological products and infusion therapies; all related pharmacy services, including, without limitation, consultant pharmacist services, medical records, formulary management services and group purchasing and enteral nutrition products to nursing homes, assisted living facilities, independent living facilities, supportive living facilities, long-term acute care hospitals, facilities for the developmentally disabled, retirement communities, continuing care retirement communities, and other institutional and long-term care settings (collectively, "Facilities") and to residents of such Facilities; provided that the provision of biological products, infusion therapies and enteral nutrition products (and related 3 services) to Facilities other than nursing facilities, assisted living facilities, hospices and long-term acute care hospitals shall be permitted. 3. Except as provided in this Amendment No. 1, the terms and conditions of the Employment Agreement shall remain unchanged. 4. This Amendment No. 1 shall be of no further force or effect if a Change in Control of the Company does not occur on or prior to December 31, 2005. 4 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. /s/ Richard W. Hunt NeighborCare, Inc. - ----------------------------- Richard W. Hunt By: /s/ Kathleen F. Ayres -------------------------------------- July 12, 2005 Name: Kathleen F. Ayres Title: Senior Vice President, Human Resources July 12, 2005 EX-99 6 arlottaemploy.txt AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN NEIGHBORCARE, INC. (THE "COMPANY") AND JOHN ARLOTTA ("EXECUTIVE") WHEREAS, Executive is currently employed by the Company; WHEREAS, the terms of Executive's employment are currently governed by that certain employment agreement executed on July 7, 2003, as amended on December 9, 2003 and June 18, 2004 (the "Employment Agreement"); and WHEREAS, Executive would have Good Reason pursuant to the terms of the Employment Agreement to terminate his employment with the Company upon a Change in Control that results in the Company becoming a subsidiary of another entity and no longer publicly traded; and WHEREAS, the Company and Executive wish to amend the terms of the Employment Agreement effective as of a Change in Control of the Company (as currently defined in Section 1.04 of the NeighborCare, Inc. Severance Pay Plan), on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. Section 10.2 of the Employment Agreement is hereby amended by adding the following paragraph at the end thereof: Notwithstanding the foregoing, the provisions of Sections 10.2(a) and 10.2(c) shall only prohibit Executive from competition with, and solicitation or service of, customers of the Company's LTC Pharmacy Services (as defined below) business as of immediately prior to a Change of Control and shall have no other effect; provided that the restriction on competition shall not apply to any association by the Executive with entities for which LTC Pharmacy Services comprises 25% or less of such entity's total 2 business; and further provided that the restriction on solicitation or service of customers, directly or indirectly, shall apply only to Facilities (as defined below) served by the Company as of July 6, 2005 or served by the Company during the 12-month period immediately preceding the effective date of a Change of Control. Notwithstanding the foregoing, during the 90-day period following the effective date of a Change of Control, Executive shall be prohibited from soliciting or serving, directly or indirectly, Facilities that have been solicited by the Company during the 90-day period prior to the effective date of such Change of Control. In addition, the provisions of Section 10.2(b) above shall not apply to Executive's solicitation or hiring of any two of following senior executive officers of the Company: (a) Stephen Duvall, (b) John F. Gaither, Jr., (c) Richard W. Hunt, (d) John L. Kordash and (e) Robert A. Smith. "LTC Pharmacy Services" means: The provision of pharmaceutical products, including, without limitation, prescription and non-prescription drugs; biological products and infusion therapies; all related pharmacy services, including, without limitation, consultant pharmacist services, medical records, formulary management services and group purchasing and enteral nutrition products to nursing homes, assisted living facilities, independent living facilities, supportive living facilities, long-term acute care hospitals, facilities for the developmentally disabled, retirement communities, continuing care retirement communities, and other institutional and long-term care settings (collectively, "Facilities") and to residents of such Facilities; provided that the provision of biological products, infusion therapies and enteral nutrition products (and related services) to Facilities other than nursing facilities, assisted living facilities, hospices and long-term acute care hospitals shall be permitted. 2. Except as provided in this Amendment No. 3, the terms and conditions of the Employment Agreement shall remain unchanged. 3. This Amendment No. 3 shall be of no further force or effect if a Change in Control of the Company does not occur on or prior to December 31, 2005. 3 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. /s/ John Arlotta - ------------------ NeighborCare, Inc. John Arlotta By: /s/ John F. Gaither, Jr. ---------------------------------- July 12, 2005 Name: John F. Gaither, Jr. Title: Senior Vice President, General Counsel, and Secretary July 12, 2005 -----END PRIVACY-ENHANCED MESSAGE-----