Registrant's 2001 Restricted Stock Plan Dated September 11, 2001

EXHIBIT 10.24


AMERISOURCEBERGEN CORPORATION

2001 RESTRICTED STOCK PLAN

(Amended and Restated, Effective July 30, 2003)

1. PURPOSE


The purpose of the Plan is to provide members of the Board of Directors of AmerisourceBergen Corporation (the "Company") who are not employees of the Company or its subsidiaries with grants of restricted stock. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting the Company's shareholders, and will align the economic interests of the participants with those of the shareholders.

2. DEFINITIONS

(a) " Award" means an award of Restricted Stock granted under the Plan.


(b) " Board" means the Board of Directors of the Company.

(c) " Change of Control ." A "Change of Control" shall be deemed to have occurred if:


(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 35% of the voting power of the then outstanding securities of the Company, and such person owns more aggregate voting power of the Company's then outstanding securities entitled to vote generally in the election of directors than any other person;


(ii) The shareholders of the Company approve (or, if shareholder approval is not required, the Board approves) an agreement providing for (x) the merger or consolidation of the Company with another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to 50% or more of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), (y) the sale or other disposition of all or substantially all of the assets of the Company, or (z) a liquidation or dissolution of the Company; or


(iii) After the date this Plan is approved by the shareholders of the Company, directors are elected such that a majority of the members of the Board shall have been members of the Board for less than two years, unless the election or nomination for election of each new director who was not a director at the beginning of such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.

(d) " Code" means the Internal Revenue Code of 1986, as amended.

(e) " Committee" means the Compensation and Succession Planning Committee of the Board, or such other committee of the Board as may be designated by the Board for the purpose of administering the Plan from time to time.


(f) " Company" means AmerisourceBergen Corporation, a Delaware corporation, including any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.

(g) " Date of Grant" means the date as of which an Award is granted.


(h) " Effective Date" means September 11, 2001. The Plan was amended and restated effective July 30, 2003.


(i) " Election" means a written election on a form provided by the Secretary of the Company, filed with the Secretary of the Company in accordance with Paragraph 8, pursuant to which a Grantee:

(i) Elects, within the time or times specified in Paragraph 8, to defer the distribution date of Restricted Stock; and

(ii) Designates the distribution date of Restricted Stock.


(j) " Eligible Director" means a member of the Board who is not an employee of the Company or any Subsidiary of the Company.


(k) " Fair Market Value ."


(i) If Shares are publicly traded, then the Fair Market Value per Share shall be determined as follows: (x) if the principal trading market for the Shares is a national securities exchange or the Nasdaq National Market, the last reported sale price thereof on the latest date preceding the relevant date upon which a sale was reported, or (y) if the Shares are not principally traded on such exchange or market, the mean between the last reported "bid" and "asked" prices of Shares on the latest date preceding relevant date upon which a sale was reported, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines.

(ii) If the Company Stock is not publicly traded or, if publicly traded, is not subject to reported transactions or "bid" or "asked" quotations as set forth above, the Fair Market Value per share shall be as determined by the Committee.

(l) " Grantee" means an Eligible Director who is granted an Award.


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(m) " Plan" means the AmerisourceBergen Corporation 2001 Restricted Stock Plan, as set forth herein, and as amended from time to time.


(n) " Restricted Stock" means Shares subject to the restrictions imposed pursuant to Paragraph 7(d) of the Plan and the Award.

(o) " Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.

(p) " Share" or " Shares" means a share or shares of the Company's common stock.


(q) " Subsidiary" means a corporation that, at the time in question, is a subsidiary corporation of the Company within the meaning of section 424(f) of the Code.


(r) " Vesting Period" means the three-year period measured from the Date of Grant; provided that the Committee may, in its sole discretion, accelerate the vesting of any Award in connection with the termination of service of an Eligible Director to reflect the pro-rata portion of the Vesting Period completed through the effective date of such termination of service; and provided further , that the Vesting Period shall end and all Awards shall be fully vested and nonforfeitable upon a Change of Control.


(s) " 1933 Act" means the Securities Act of 1933, as amended.

(t) " 1934 Act" means the Securities Exchange Act of 1934, as amended.


3. RIGHTS TO BE GRANTED

Rights that may be granted under the Plan are rights to Restricted Stock, which give the Grantee ownership rights in the Shares subject to the Award, subject to a substantial risk of forfeiture, as set forth in Paragraph 7.

4. SHARES SUBJECT TO THE PLAN

(a) The Shares issued under the Plan may, at the Company's option, be either Shares held in treasury or Shares originally issued for such purpose. Not more than Fifty Thousand Shares in the aggregate may be issued under the Plan.


(b) If Restricted Stock is forfeited pursuant to the terms of an Award, other Awards with respect to such Shares may be granted.


5. ADMINISTRATION OF THE PLAN

(a) Administration . The Plan shall be administered by the Committee.


(b) Right of Committee to Interpret the Plan . The Committee shall have the authority to in ...