Amerisourcebergen Corporation Executive Retirement Plan

Exhibit 10.1

AMERISOURCEBERGEN CORPORATION

EXECUTIVE RETIREMENT PLAN (Effective as of January 1, 2006)

TABLE OF CONTENTS

PAGE

ARTICLE I

NAME, EFFECTIVE DATE AND PURPOSE 1

1.1

Name 1

1.2

Effective Date 1

1.3

Purpose 1

ARTICLE II

DEFINITIONS 2

2.1

Account or Participant' s Account 2

2.2

Affiliated Employer 2

2.3

Base Salary 2

2.4

Beneficiary or Beneficiaries 2

2.5

Board of Directors 2

2.6

Bonus 2

2.7

Cause 2

2.8

Change of Control 3

2.9

Code 4

2.10

Company 4

2.11

Compensation Limit 4

2.12

Effective Date 4

2.13

Employee 4

2.14

Employer 4

2.15

ERISA 4

2.16

Executive Retirement Plan Credits 4

2.17

Participant 4

2.18

Plan 4

2.19

Plan Administrator 5

2.20

Plan Year 5

2.21

Termination Date 5

2.22

Total and Permanent Disability 5

2.23

Valuation Date 5

2.24

Years of Service 5

ARTICLE III

ELIGIBILITY AND PARTICIPATION 6

3.1

Eligibility and Commencement of Participation 6

3.2

Notification 6

ARTICLE IV

EXECUTIVE RETIREMENT PLAN CREDITS 7

4.1

Initial Executive Retirement Plan Credit 7

4.2

Annual Executive Retirement Plan Credit 7

ARTICLE V

VESTING 8

5.1

Vesting 8

5.2

Forfeiture of Unvested Balances 8

5.3

Forfeiture for Cause Termination 8


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ARTICLE VI

PARTICIPANT ACCOUNTS 9

6.1

Separate Account 9

6.2

Investment Credits and Debits 9

6.3

Valuation of Account 9

6.4

Participant Statement 9

ARTICLE VII

DISTRIBUTION OF BENEFITS 10

7.1

Payment of Benefits Upon Termination of Employment 10

7.2

Payment of Benefits Upon Death 10

7.3

Payment of Benefits Upon a Change of Control 10

ARTICLE VIII

BENEFICIARY DESIGNATION 11

8.1

Beneficiary Designation 11

8.2

Change in Beneficiary Designation 11

8.3

Lack of Beneficiary Designation or Surviving Beneficiary 11

ARTICLE IX

ADMINISTRATION OF THE PLAN 12

9.1

Appointment of the Plan Administrator 12

9.2

Committee as Plan Administrator 12

9.3

Expenses of the Plan Administrator and Plan Costs 12

9.4

Records of the Plan Administrator 12

9.5

Plan Administrator' s Right to Administer and Interpret the Plan 12

9.6

Claims Procedure 13

9.7

Responsibility and Authority of the Plan Administrator 13

9.8

Indemnity of the Plan Administrator 14

ARTICLE X

AMENDMENT AND TERMINATION 15

10.1

Amendment 15

10.2

Termination 15

ARTICLE XI

MISCELLANEOUS 17

11.1

Unsecured Creditor 17

11.2

Unfunded Plan 17

11.3

Non-Assignability 17

11.4

Not a Contract of Employment 17

11.5

Receipt or Release 18

11.6

Governing Law 18

11.7

Binding Agreement 18

11.8

Invalidity of Certain Provisions 18

11.9

Incapacity 18

11.10

Forfeiture 18

11.11

Headings Not Part of Agreement 18

11.12

Masculine, Feminine, Singular and Plural 18

11.13

Withholding of Taxes 19

11.14

Number of Counterparts 19


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ARTICLE I

NAME, EFFECTIVE DATE AND PURPOSE

1.1 Name

The name of the Plan is " AmerisourceBergen Corporation Executive Retirement Plan," hereinafter referred to as the " Plan."

1.2 Effective Date

The effective date of the Plan is as of January 1, 2006.

1.3 Purpose

The purpose of the Plan is to provide deferred compensation on behalf of certain select highly compensated and management employees of AmerisourceBergen Corporation and its subsidiaries in accordance with the terms of the Plan as hereinafter set forth and to thereby provide supplemental retirement accumulations for such employees.


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ARTICLE II

DEFINITIONS

2.1 Account or Participant' s Account

Shall mean the notional account maintained by the Plan Administrator pursuant to Section 6.1 which shall be comprised of Executive Retirement Plan Credits, as adjusted for investment credits and debits and any distributions. 2.2 Affiliated Employer

Shall mean any member of the same controlled group of corporations as the Company or an Employer as determined under Section 414 of the Code.

2.3 Base Salary

Shall mean the base salary paid to a Participant in the applicable Plan Year while a Participant in the Plan.

2.4 Beneficiary or Beneficiaries

Shall mean the person or persons or a trust designated by a Participant to receive distribution of the then remaining balance of such Participant' s Account upon the death of such Participant. 2.5 Board of Directors

Shall mean the Board of Directors of AmerisourceBergen Corporation or to the extent delegated by the Board of Directors, the Compensation Committee of the Board of Directors, as constituted from time to time. 2.6 Bonus

Shall mean the amount of any performance-based bonuses, incentive awards and commissions (before required withholdings) paid to an Employee for services rendered to the Company or a subsidiary in that Plan Year. Performance-based bonuses do not include retention bonuses, sign-on bonuses or other amounts the payment of which is not conditioned upon the attainment of applicable business criteria.

2.7 Cause

Shall mean: (i) conviction of, or the entry of a plea of guilty or no contest to a felony or any other crime that causes the Company, or any of its respective affiliates, public disgrace or disrepute, or adversely affects the Company' s operations or financial performance or their relationships with its customers, (ii) negligence or misconduct with respect to the Company, or any of its respective affiliates, including, without limitation fraud, embezzlement, theft or proven dishonesty in the course of his/her employment; (iii) refusal, failure or inability to perform any material obligation or fulfill any duty to the Company, which failure, refusal or inability is not cured within 15 days after delivery of notice thereof; or (iv) material breach of any agreement with or duty owed to the Company. Notwithstanding the foregoing, if a Participant and the Company have entered


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into a written employment agreement, consulting agreement or other similar agreement that specifically defines " cause," then " Cause" shall have the meaning defined in such agreement.

2.8 Change of Control

Shall mean the occurrence of any of the following events provided that such event qualifies as a " Change in Control event" as defined under Code Section 409A and rulings and regulations issued thereunder: (a) If any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change of Control of the Company. Provided, however, that acquisition of additional control by a person, or more than one person acting as a group, will not result in a Change of Control if such person or group already has effective control of the Company.

(b) Either:

(1) Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company; or

(2) A majority of members of the Company' s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company' s Board of Directors prior to the date of the appointment or election, provided that this only applies if no other corporation is a majority shareholder of the Company. Provided, however, that acquisition of additional control by a person, or more than one person acting as a group, will not result in a Change of Control if such person or group already has effective control of the Company.

(c) A change in the ownership of a substantial portion of the Company' s assets. For this purpose, a change in the ownership of a substantial portion of the Company' s assets occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately prior


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to such acquisition or acquisitions. For this purpose, a change in ownership shall not be taken into account if the Company continues to exercise control over the assets, for example, in a sale/leaseback transaction.

2.9 Code

Shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.10 Company

Shall mean the AmerisourceBergen Corporation, and any successor thereto.

2.11 Compensation Limit

Shall mean the limit under Section 401(a)(17) of the Code as in effect for a Plan Year.

2.12 Effective Date

Shall mean the date the Plan becomes operative; the Effective Date is January 1, 2006.

2.13 Employee

Shall mean any person who is a common law employee of an Employer.

2.14 Employer

Shall mean the Company and any subsidiary or affiliated organization.

2.15 ERISA

Shall mean the Employee Retirement Income Security Act of 1974, as amended.

2.16 Executive Retirement Plan Credits

Shall mean the amounts credited to a Participant' s Account pursuant to Article IV.

2.17 Participant

Shall mean any Employee who is eligible to participate in the Plan pursuant to Article III; provided, however, an Employee shall only be a Participant eligible to have Executive Retirement Plan Credits credited to his Account while he meets the eligibility requirements prescribed above. If he subsequently fails to satisfy such requirements after becoming a Participant, he shall no longer be a Participant for purposes of Section 4 and shall not be eligible to have Executive Retirement Plan Credits credited to his Account for any period in which he fails to meet such requirements, but remain a Participant for the other purposes of the Plan to the extent of any existing Account balance.

2.18 Plan

Shall mean the AmerisourceBergen Corporation Executive Retirement Plan as set forth herein and as amended from time to time.


4 2.19 Plan Administrator

Shall mean the person or persons or the committee appointed pursuant to Section 9.1.

2.20 Plan Year

Shall mean the calendar year; provided, however, that the first Plan Year shall be the period beginning January 1, 2006 and ending December 31, 2006.

2.21 Termination Date

Shall mean the date that an Employee ceases to be employed by an Employer for any reason.

2.22 Total and Permanent Disability

Shall mean a Participant' s inability, due to accident, injury, or disease, to engage in any work for remuneration or profit for the balance of his life. In addition, Total and Permanent Disability s ...