Excess Benefit Plan

EXHIBIT 10.15


OMNICARE, INC.


EXCESS BENEFIT PLAN


INTRODUCTION


The purpose of the Omnicare, Inc. Excess Benefit Plan (the "Plan") is to provide supplemental pension benefits to a select group of executive employees of Omnicare, Inc. and its designated affiliates. The Plan provides a defined benefit pension and a defined contribution pension to designated participants, by reference to the benefits provided by certain tax-qualified pension plans of Omnicare, Inc.


This Plan amends and restates in its entirety the Plan as originally effective January 1, 1987, as amended, and incorporates certain administrative actions that have been taken from time to time by Omnicare, Inc. with respect to the Plan. It is intended that the effective dates of any prior amendments and administrative action taken with respect to the Plan be incorporated into this amended and restated Plan.


The Plan is intended to be an unfunded arrangement that provides deferred compensation to a select group of management and highly compensated employees, within the scope of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended.


SECTION 1. DEFINITIONS


1.1. "Account" means the book entry account maintained for a Participant with respect to certain benefits under the Plan.


1.2. "Beneficiary" means the person or entity designated by a Participant to be entitled to any Excess Benefits payable to a Participant following death.


1.3. "Board" or "Board of Directors" means the Board of Directors of the Company.


1.4. "Change in Control" shall have the meaning set forth in Appendix A hereof.


1.5. "Code" means the Internal Revenue Code of 1986, as amended.


1.6. "Committee" means the Compensation and Incentive Committee of the Board, or such other committee of the Board appointed by the Board to administer the Plan.


1.7. "Company" means Omnicare, Inc., a Delaware corporation.


1.8. "Compensation" means the amount of compensation determined in accordance with the applicable definition of "Compensation" as set forth in the General Pension Plan, the ESOP or the S&I Plan, depending upon the respective plan to which such Excess Benefits apply.


1.9. "Excess Benefits" means the benefits described in this Plan.


1.10. "Eligible Employee" means a management or highly compensated employee of an Employer, who may be designated by the Committee to participate in the Plan or a portion thereof.


1.11. "Employer" means the Company, Omnicare Management Company and any other affiliate of the Company that has adopted this Plan with the authorization of the Board with respect to its Eligible Employees.


1.12. "Entry Date" means the first day of the Plan Year or any other date as may be determined by the Committee on which an Eligible Employee becomes a Participant in the Plan.


1.13. "ESOP" means the Omnicare, Inc. Employee Stock Ownership Plan, originally effective as of August 1, 1988, as amended and restated from time to time.


1.14. "General Pension Plan" means the Omnicare, Inc. General Pension Plan, originally effective as of January 1, 1986, as amended and restated from time to time, and as to which all additional benefit accruals ceased as of December 31, 1993. The General Pension Plan represents a reestablishment of the Omnicare, Inc. General Pension Plan adopted effective as of July 1, 1981 and terminated effective October 31, 1985.


1.15. "Omnicare Stock" means the common stock of the Company, par value $.01 per share.


1.16. "Participant" means each Eligible Employee who has been designated as a participant in the Plan and whose participation has not been terminated.


1.17. "Permanent Disability" means suffering from bodily injury or mental or physical disease which, in the opinion of the Committee, would permanently prevent the Participant from performing the customary duties of his regular job with the Employer.


1.18. "Plan" means this Omnicare, Inc. Excess Benefit Plan, as amended from time to time.


1.19. "Plan Year" means the twelve-month period ending on December 31.


1.20. "Retirement" means normal retirement from employment with the Employer at or beyond age 65.


1.21. "S&I Plan" means the Omnicare, Inc. Employees' Savings and Investment Plan, originally effective as of July 1, 1981, as amended and restated from time to time.


1.22. "Valuation Date" means, for purposes of Excess Benefits related to the ESOP and the S&I plan, the last day of each calendar quarter.


SECTION 2. ADMINISTRATION


2.1. Authority of Committee. In addition to all implied powers and responsibilities necessary to carry out the objectives of the Plan, the Committee shall have the discretionary authority to construe the Plan and to determine all questions arising in the administration, interpretation and operation of the Plan. The Committee may adopt such rules and regulations, not inconsistent with the provisions of the Plan, as it may find necessary for the proper administration, interpretation and operation of the Plan, and may amend or revoke any rule or regulations so established. Subject to the claims procedure set forth in Section 8 hereof, all such rules, regulations, determinations and interpretations shall be binding and conclusive upon the Company, each Employer, Eligible Employees, Participants, and upon their respective legal representatives, beneficiaries, successors and assigns and upon all other persons claiming under or through any of them. The Committee shall also have all the discretionary authority as may be necessary to make benefit determinations, to resolve any disputes which arise under the Plan and to make any factual determinations that may be necessary.


2.2. Delegation of Duties. The Committee shall have the authority, except as may be limited by the Board of Directors, to delegate certain administrative functions to be carried out on its behalf to the Benefits Plan Committee of the Company, or to such other committee or individuals as may be appropriate, in the discretion of the Committee.


2.3. Indemnification. The Company will indemnify the Board of Directors, the Committee and its designees hereunder against any claims, losses, expenses, damages or liabilities arising out of the Plan, except for acts of gross negligence or willful misconduct.


SECTION 3. PARTICIPATION


3.1. General. Each Eligible Employee who is designated by the Committee shall become a Participant in the Plan or a portion thereof, and shall be eligible to receive Excess Benefits on the basis established by the Committee. All Eligible Employees who were designated as Participants immediately prior to the date of this amendment and restatement of the Plan shall continue to be Participants in the Plan, subject to the terms hereof. The Committee may revoke the participation of a Participant on a prospective basis at any time.


3.2. Participation Date. Each Eligible Employee becomes a Participant on the Entry Date that coincides with or immediately follows the date he is designated to participate in the Plan by the Committee.


3.3. Cessation of Participation. Each Participant's participation in the Plan shall continue until the first to occur of the following events: (i) Retirement; (ii) death; (iii) Permanent Disability; (iv) other separation from service; (v) termination of participation by the Committee; or (vi) termination of the Plan.


SECTION 4. SOURCE OF BENEFITS


All Excess Benefits shall be an obligation of each respective Employer hereunder and shall be payable from its general assets. Each Employer shall establish on its books an account equal to the value of all Plan benefits accrued for their respective Participants. The Employer shall not be obligated to fund payment of the benefits hereunder; provided that the Employer may, in its sole discretion, establish or cause to be established a separate trust or trusts to fund the Excess Benefits payable to each Participant. Neither the Plan nor any Participant or Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, the assets of the Company or any Employer. No liability for the payment of benefits under the Plan shall be imposed upon any officer, director, employee, or stockholder of the Company or any Employer.


SECTION 5. PARTICIPANT ACCOUNTS


5.1. Participant Accounts. The Committee will establish and maintain a separate Account for each Participant with respect to the Excess Benefits related to the ESOP and to the S&I Plan. Unless otherwise determined by the Committee, each Participant's Account shall be credited with the applicable Excess Benefit amount described in Section 6.1 hereof, which shall be expressed, at the discretion of the Committee, as either a cash amount or as shares of Omnicare Stock. Any Account established for purposes of the applicable Excess Benefit amount described in Section 6.2 hereof shall be for informational purposes or for purposes of Section 4 hereof.


5.2. Statement of Accounts. The Committee shall cause to be delivered or mailed to each Participant a statement setting forth the status of the Participant's Accounts at such intervals as shall be determined by the Committee.


5.3. Investment Crediting for ESOP and S&I Plan Excess Benefits. In addition to crediting each Participant's Account with the applicable Excess Benefit amounts described in Section 6.1 hereof, each such Account shall be adjusted as of each Valuation Date to reflect the fair market value of the Omnicare Stock or the other assets credited to the Participant's Account as of the Valuation Date, as determined by the Committee.


5.4. Reinvestment of Dividends. The deemed amount of cash dividends attributable to Omnicare Stock shall be allocated to a Participant's Account based on the number of shares allocated to his Account as of the date on which such dividend was paid. All such dividends shall be deemed reinvested in Omnicare Stock based on the most recent closing trading price of the Omnicare Stock prior to the date of reinvestment.


5.5. Diversification of Investments. Unless otherwise provided by the Committee, a Participant shall not have the authority to direct the investment of his Excess Benefits with respect to the ESOP or the S&I Plan. Notwithstanding the foregoing, upon a Change in Control, a Participant shall have the right to diversify that portion of his account invested in Omnicare Stock or any stock that is exchanged for Omnicare Stock in the Change in Control transaction. In such case, the Participant may make an investment election in the manner and form prescribed by the Committee prior to the Change in Control.


SECTION 6. EXCESS BENEFIT AMOUNTS


6.1. Excess Benefits Related to the ESOP and S&I Plan.


(a) The Participant's Account shall be credited with the following amounts:


(i) ESOP Allocation. As of the last day of each Plan Year
beginning prior to January 1, 1999, the Account of each
Participant described in subsection (b) shall have been credited
with an a ...