EX-99.1 2 a05-3802_1ex99d1.htm EX-99.1

Exhibit 99.1

 

AMENDMENT TO
EMPLOYMENT AGREEMENT
BY AND BETWEEN
NEIGHBORCARE, INC.
AND
ROBERT A. SMITH

 

This Amendment (this “Amendment”) is entered into as of February 11, 2005 by and among Robert A. Smith (the “Executive”) and NeighborCare, Inc. (the “Company”), with regard to that certain Employment Agreement entered into by and between the Executive and the Company as of November 26, 2003 and amended and restated as of December 9, 2003 (the “Agreement”).  All capitalized terms used herein without definition will have the meaning given them in the Agreement.

 

WHEREAS, the Executive is currently employed by the Company;

 

WHEREAS, the terms of the Executive’s employment are currently governed by the Agreement;

 

WHEREAS, the Company and the Executive wish to amend the terms of the Agreement effective as of the date hereof on the terms and conditions set forth herein; and

 

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the Company and the Executive have agreed and do hereby agree as follows:

 

1.                                       The following paragraph shall be added to the end of Section 4(d):

 

“In the event that the Executive resigns from the Company’s employ during the ninety (90) day period commencing on the date that is six (6) months after a Change of Control (as defined in Section 6) for any reason by providing the Company with a written notice of termination, the Executive shall be considered to have resigned for “Good Reason” for all purposes of this Agreement.”

 

2.                                       The following paragraph shall be added at the end of Section 6 of the Agreement:

 

“Notwithstanding anything to the contrary contained in an equity compensation plan of the Company or in any award agreements granted thereunder, upon a Change in Control, any and all equity-based compensation awards held by the Executive that are outstanding as of a Change in Control and which are not then exercisable or vested shall vest in full and become immediately exercisable, unless (1) otherwise specifically provided by a specific reference to this Agreement in an equity compensation plan of the Company or in any award agreements granted thereunder or (2) 75 percent of the Incumbent Directors (as defined in the Company’s 2004 Performance Incentive Plan) determine prior to the Change in Control that the immediate of vesting provided for in this sentence shall not

 


 

occur, in which case the provision of the grant or of this employment agreement that otherwise determined the vesting schedule for such awards shall continue to control.”

 

4.                                       Except as explicitly set forth herein, the Agreement will remain in full force and effect.

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

 

 

NEIGHBORCARE, INC.

 

 

 

 

 

By:

 /s/ John J. Arlotta

 

 

 

Name: John J. Arlotta

 

 

Title: Chairman, President and CEO

 

 

 

/s/ Robert A. Smith

 

 

ROBERT A. SMITH

 

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