Exhibit 10.32

EMPLOYMENT AGREEMENT

THIS AGREEMENT by and between PharMerica Corporation and (hereinafter the "Company''), and Robert Dries (the ''Executive") is effective as of January 31, 2017 ("Start Date");

WHEREAS, the Company desires to employ the Executive, effective as of the Start Date, as the Executive Vice President, Chief Financial Officer and Treasurer and the Executive desires to serve in that capacity, effective as of the date of this Agreement;

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.	Employment Period.

The Company shall employ the Executive, either directly or through a Subsidiary, and the Executive shall serve the Company or any such Subsidiary, on the terms and conditions set forth in this Agreement, beginning on the Starting Date and until that employment ceases as provided below in Section 4 (the "Employment Period").

2. Position and Duties.

 During the Employment Period, the Executive shall be employed as the Executive Vice President, Chief Financial Officer and Treasurer in Louisville, Kentucky.  The Executive shall perform such duties for the Company as are related typically to the office of Executive Vice President, Chief Financial Officer and Treasurer, in the manner reasonably directed by the Chief Executive Officer of the Company, in his discretion. During the Employment Period, but excluding any periods of vacation and absence due to intermittent illness to which the Executive is entitled, and any services on corporate, civic or charitable boards or committees, lectures, speaking engagements or teaching engagements that are approved by the Executive's direct supervisor and that do not significantly interfere with the performance of the Executive's responsibilities to the Company or violating the provisions of Section 8, the Executive shall devote his full time and attention during normal business hours to the business and affairs of the Company and the Executive shall carry out all duties and responsibilities assigned to him faithfully and efficiently.

3. Compensation.

(a) Base Salary. During the Employment Period, the Executive shall receive an

annual base salary of $400,000 payable bi-weekly in accordance with the regular payroll practices of the Company. The Executive's base salary shall be reviewed annually by the Compensation Committee of the Board of Directors ("Committee") and/or the Chief Executive Officer of the Company, in accordance with the Company's standard practices for executives generally, and may be increased, but not decreased, as determined by the Committee, in its sole discretion, or by any person or persons to whom the Committee has delegated such authority.

(b) Annual Bonus and Incentive Plans; Other Benefits. During the Employment

Period: (i) the Executive shall be entitled to participate in any short-term and long-term incentive

programs established and/or maintained by the Company for its senior level executives generally; (ii) the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs of the Company to at least the same extent as other senior executives of the Company; (iii) the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in, and shall receive all benefits under, all welfare benefit plans, practices, policies and programs provided by the Company to at least the same extent as other senior executives of the Company; and (iv) the Executive shall be entitled to, and the Company shall provide the Executive with 27 days of paid vacation during

each calendar year pursuant to the Company's PTO policy. Executive's initial Short Term Incentive Target is 75% of Base Salary. Executive's initial Long Term Incentive Target is 175% of Base Salary. Notwithstanding anything else in this Agreement to the contrary, the Executive shall receive an initial LTI grant equal to two years of LTI split equally among Restricted Stock Units and Performance Stock Units and Executive shall not be eligible for an additional LTI grant until 2019.

(c) Expenses. During the Employment Period, the Executive shall be entitled to

receive advancement or prompt reimbursement for all reasonable expenses incurred or anticipated to be incurred by the Executive in carrying out the Executive's duties under this Agreement, provided that the Executive complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts, or similar documentation of such expenses.

4. Termination of Employment.

(a) Death or Disability. The Executive's employment and the Employment Period

shall terminate automatically upon the Executive's death or long term Disability during the Employment Period. "Disability" means a condition entitling the Executive to benefits under the Company's Long Term Disability Plan, policy or arrangement.

(b) By the Company. The Company may terminate the Executive's employment

under this Agreement during the Employment Period for Cause or without Cause. ''Cause" means the following, if the act, event, conduct or omission solely occurs after the Start Date:

(i) the failure by the Executive to perform his duties as contemplated by this Agreement (other than any such failure resulting from his incapacity due to physical or mental illness or injury or any such actual or anticipated failure after the issuance by the Executive of a Notice of Termination for Good Reason) after a demand for performance is delivered to the Executive by the Board or by the Chief Executive Officer of the Company, which demand identifies in writing, the manner in which it is believed that the Executive has not  performed his duties and the Executive fails to cure the identified performance issues within such thirty (30) day period;

(ii) the willful misconduct of the Executive materially injurious to the Company (including, without limitation, any breach by the Executive of Section 8 of this Agreement); provided that no act or failure to act on the Executive's part will be considered willful if done, or omitted to be done, by him in good faith and with reasonable belief that his action or omission was in the best interest of the Company;

(iii) the commission by or indictment of the Executive for a misdemeanor,

which, as determined in good faith by the Board, constitutes a crime of moral turpitude and gives rise to harm to the Company or to any subsidiary or affiliate of the Company;

(iv) the commission by or indictment of the Executive for a felony

(including, without limitation, any felony constituting a crime of moral turpitude);

(v) material breach by the Executive of the Executive's obligations under

this Agreement, other than a material breach that is not in bad faith and is remedied by the Executive within thirty (30) days after receipt of written notice thereof from the Board or from the Chief Executive Officer of the Company; or

(vi) failure of the Executive to relocate himself and his family to Louisville, Kentucky by December 31, 2017.

(c) By the Executive. The Executive may terminate employment under this Agreement for Good Reason or without Good Reason. "Good Reason" means:

(i) any reduction in the Executive's Base Salary, incentive bonus

opportunity or long-term incentive opportunity;

(ii) material failure by the Company to comply with any provision of

Sections 2 and 3 of this Agreement, other than an isolated, insubstantial or inadvertent failure that is not taken in bad faith and is remedied by the Company within 30 days after receipt of written notice thereof from the Executive; or

(iii) the relocation of the Executive to a facility or a location more than fifty (50) miles from his then current location.

Notwithstanding the foregoing, "Good Reason" for purposes of Section 4(c)(i) shall not include a

reduction, change or restructuring in Base Salary, incentive bonus or long-term incentive opportunity if such reduction, change or restructuring is (i) based on the Company's financial performance or (ii) similar to a reduction, change or restructuring made to the compensation for all or most other senior executives of the Company in connection with a Change in Control, or otherwise. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice ("Notice of Termination for Good Reason") of the termination, setting forth in reasonable detail the specific conduct that constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. Such Notice of Termination for Good Reason must be received by the Company no later than the 60th day after the event, or last in a series of events, that gives rise to Good Reason. The Company shall have 30 days to remedy the conduct set forth in the Notice of Termination for Good Reason. A termination of employment by the Executive for Good Reason shall be effective on the 60^th  business day following the date when the Notice of Termination for Good Reason is given, unless the conduct set forth in the notice is remedied by the Company within the 30-day period. A termination of the Executive's employment by the Executive without Good Reason shall be effected by giving the Company at least 30 days' advance written notice of the termination.

(d) Date of Termination. The "Date of Termination" means the date of the Executive's death, the date of the Executive's Disability, the date the termination of the Executive's employment under this Agreement by the Company for Cause or without Cause or by the Executive for Good Reason or without Good Reason, as the case may be, is effective. The Employment Period shall end on the Date of Termination.

5. Obligations of the Company upon Termination.

(a) By the Company Other Than for Cause; or By the Executive for Good Reason.

If during the Employment Period, the Company terminates the Executive's employment under this Agreement (other than for Cause) or the Executive terminates employment under this Agreement for Good Reason, subject to Executive's compliance with Section 8, the Executive shall receive:

(1)  continued payment for twelve (12) months after the Date of Termination of the Executive's current base salary (as in effect on the Date of Termination);

(2) a bonus equal to the average of the annual bonuses earned by the Executive over the three complete years prior to the date of termination (or, if less than three years, the average bonus earned during such shorter period) to be paid in a lump sum at the conclusion of the twelve (12) months following the Date of Termination;

(3) the annual bonus calculated at 100% of target prorated through the Date of Termination; and

(4) for the twelve (12) month period following the Date of Termination, the Executive will receive a waiver of the applicable premium otherwise payable for COBRA continuation coverage for the Executive, his spouse and eligible dependents (to the extent covered on the Date of Termination) for health, prescription, dental and vision benefits; provided however, that to the extent COBRA continuation coverage eligibility expires (unless such expiration is due to eligibility for other group health insurance or Medicare) before the end of such twelve month period, the Executive will receive payment, on an after-tax basis, of an amount equal to the premium the Company would have otherwise waived for COBRA coverage. The obligations of the Company to provide benefits under this Section 5(a)(2) shall terminate on the date of occurrence of the first to occur of any of the following, if any of the following should occur prior to the end of the twelve (12) month period: (i) the date of commencement of eligibility of the Executive under the group health plan of any other employer or (ii) the date of commencement of eligibility of the Executive for Medicare benefits.

The Executive shall become vested in any outstanding options, restricted stock or other equity incentive awards only to the extent provided for under the terms governing such equity incentive award. The Company shall also pay, or cause to be paid, to the Executive, in a lump sum in cash within 30 days after the Date of Termination (or, in the case of the pro-rated Annual Bonus Amount, at the time such bonus would otherwise be paid), the Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall include but not be limited to, (W) the Executive's Base salary through the Date of Termination that has not yet been paid (X) any accrued but unpaid vacation or PTO pay, and (Y) similar unpaid items that have accrued and as to which the Executive has become entitled as of the Date of Termination, including unreimbursed employee business expenses; provided, however, that the Company's obligation to make any payments, or cause any payments to be made, under this paragraph (a) to the extent any such payment shall not have accrued as of the day before the Date of Termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as "Exhibit 1", of any and all claims against the Company and all related parties with respect to all  matters arising out of the Executive's employment under this Agreement or the termination thereof (other than any entitlements under the terms of this Agreement to indemnification or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued and is due a benefit).

If any payment, compensation or other benefit provided to the Executive in connection with his

employment termination is determined, in whole or in part, to constitute "nonqualified deferred

compensation" within the meaning of Section 409A of the Code and the Executive is a specified

employee as defined in Section 409A(a)(2)(B)(i) and Income Tax Regulations under Section 409A, no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the Date of Termination (the "New Payment Date"). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the termination date and the New Payment Date shall be paid to the Executive, without interest, in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

(b) Death or Disability. If the Executive's employment is terminated by reason of

the Executive's death or Disability during the Employment Period, the Company shall pay the Accrued Obligations to the Executive or the Executive's estate or legal representative, as applicable, in a lump sum in cash within 30 days after the Date of Termination. If the Executive's employment is terminated by reason of the Executive's death, the Executive shall also become vested in any outstanding options, restricted stock or other equity incentive awards. lf the Executive's employment is terminated by reason of the Executive's death or Disability, the Company shall have no further obligations under this Agreement or otherwise to or with respect to the Executive other than for any entitlements under the terms of any other plans or programs of the Company in which the Executive participated and under which the Executive has become entitled to a benefit.

(c) By the Company for Cause; By the Executive Other than for Good Reason. If

the Executive's employment is terminated by the Company for Cause during the Employment Period, or the Executive voluntarily terminates employment during the Employment Period, other than for Good Reason, the Company shall pay the Executive, or shall cause the Executive to be paid, the Executive's base salary through the Date of Termination that has not been paid and the amount of any declared but  unpaid bonuses, accrued but unpaid vacation or PTO pay, and unreimbursed employee business expenses, and the Company shall have no further obligations under this Agreement or otherwise to or with respect to the Executive other than for any entitlements under the terms of any other plans or programs of the Company in which the Executive participated and under which the Executive has become entitled to a benefit. If the termination is based upon a breach that occurs within the first twelve months from the Start Date, Executive shall reimburse the Corporation for all amounts incurred by the Corporation as a result of relocation expenses.

(d) Termination Pursuant to a Change of Control. If there is a Change of Control, as

defined in Section 5(d)(i) below, during the Term, the provisions of this Section 5(d) shall apply and shall continue to apply throughout the remainder of Employment Period. If, within one ( 1) year fol1owing a Change of Control, the Executive's employment is terminated by the Company without cause (in accordance with Section 5(a) above), the Company shall pay to the Executive (or the Executive's estate, if applicable) the payments described under Section 5(a) and the Executive shall become vested in any outstanding options, restricted stock, performance stock units or other equity incentive award; provided that the Company's obligation to make any payment, or to permit any vesting of outstanding options, restricted stock, performance stock units or other equity incentive award as described above, shall be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Exhibit 1.

(i) Change of Control shall mean the occurrence of one or more of the

following events:

(A) any ''person" (as such term is used in Sections 13(d) and

14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange

Act")) becomes a "beneficial owner" (as such term is defined in Rule 13d-3

promulgated under the Exchange Act) (other than the Company, any trustee or

other fiduciary holding securities under an employee benefit plan of the

Company, or any corporation owned, directly or indirectly, by the stockholders

of the Company, in substantially the same proportions as their ownership of stock

of the Company), directly or indirectly, of securities of the Company,

representing forty percent (40%) or more of the combined voting power of the

Company's then outstanding securities;

(B) persons who, as of the Effective Date, constituted the

Company's Board of Directors (the "Incumbent Board") cease for any reason

including, without limitation, as a result of a tender offer, proxy contest, merger

or similar transaction, to constitute at least a majority of the Board of Directors,

provided that any person becoming a director of the Company subsequent to the

Effective Date whose election was approved by at least a majority of the

directors then comprising the Incumbent Board shall, for purposes of this Section

S(d), be considered a member of the Incumbent Board; or

(C) the consummation of a merger or consolidation of the Company

with any other corporation or other entity, other than (1) a merger or

consolidation which would result in the voting securities of the Company

outstanding immediately prior thereto continuing to represent (either by

remaining outstanding or by being converted into voting securities of the

surviving entity) more than forty percent (40%) of the combined voting power of

the voting securities of the Company or such surviving entity outstanding

immediately after such merger or consolidation or (2) a merger or consolidation

effected to implement a recapitalization of the Company (or similar transaction)

in which no "person" (as hereinabove defined) acquires more than forty percent

(40%) of the combined voting power of the Company's then outstanding

securities; or

(D) the consummation of a plan of complete liquidation of the

Company or an agreement for the sale or disposition by the Company of all or

substantially all of the Company's assets.

6. Non-exclusivity of Rights.

Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company for which the Executive may qualify. Vested benefits and other amounts that the Executive is otherwise entitled to receive on or after the Date of Terminating under any plan, policy, practice or program of, or any contract or agreement with, the Company shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by this Agreement.

7. No Mitigation.

 In no event s hall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced, regardless of whether the Executive obtains other employment.

8. Confidential Information; Non-solicitation; Non-competition.

(a) The Executive agrees and acknowledges that by reason of his employment by and service to the Company, he will have access to, become exposed to and/or become knowledgeable about confidential information of the Company (the "Confidential Information") from time to time during the Employment Period, including, without limitation, proposals, plans, inventions, practices, systems, programs, processes, methods, techniques, research, records, supplier sources, customer lists and other forms of business information that are not known to the Company's competitors, are not recognized as being encompassed within standard business or management practices and/or are kept secret and confidential by the Company. Executive agrees that at no time during or after the Employment Period will he disclose or use the Confidential Information, except as may be required in the prudent course of business for the benefit of the Company. The Executive also agrees to be subject to the Company's Code of Ethics and Business Conduct as in effect from time to time during the Employment Period.

(b) The Executive acknowledges that the Company is generally engaged in business

throughout the United States. During the Executive's employment by the Company and for twelve (12) months after the Date of Termination or the expiration of the final Employment Period for any reason, the Executive shall not, without the Company's prior written consent, directly or indirectly, own, manage, control, or participate in the ownership, management or control of, or be employed or engaged by, or otherwise affiliated or associated with, as an officer, director, employee, consultant, independent contractor or otherwise, any other corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any Competing Business. A "Competing Business" is any person, company, partnership or entity that is engaged in (i) the sale, marketing, or provision of pharmacy services, including but not limited to the sale of prescription drugs, consulting pharmacy services and billing adjudication services, to institutional care providers such as hospitals, nursing homes, skilled nursing facilities, nursing facilities, mental health and other group homes, assisted living facilities, rehabilitation facilities, or other long-term care facilities; (ii) any other business conducted by the Company during the Employment Period; or (iii) any business that has been reviewed with the Board for development to be owned or managed by the Company, and/or has been divested by the Company but as to which the Company has an obligation to refrain from involvement, but only for so long as such restriction applies to the Company provided, however, that the ownership of not more than 5% of the equity of a publicly traded entity shall not be deemed to be a violation of this paragraph. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, and without implication of limitation, the term "Competing Business" includes Omnicare/CVS Caremark and any person or entity affiliated with or controlled by or under common control with Omnicare/CVS Caremark. During such twelve (12) month period, Employee also agrees to make himself reasonably available to the Company for consulting at a per diem rate that reflects his annual salary as in an effect prior to his termination of employment (plus reimbursement of Employee's reasonable expenses).

(c) The Executive also agrees that he will not, directly or indirectly, during the

period described in paragraph (b) of this Section 8 induce any person who is an employee, officer, director, or agent of the Company, to terminate such relationship, or employ, assist in employing or otherwise be associated in business with any present or former employee or officer of the Company, including without limitation those who commence such positions with the Company after the Date of Termination.

(d) The Executive will not, directly or indirectly during the twelve (12) month

period following the Date of Termination (i) solicit or accept business from, or become associated or affiliated with, or be employed by or act as a consultant to, any client or customer of the Company or any prospective client or customer of the Company or any hospital, nursing home, skilled nursing facility, nursing facility, mental health and other group home, assisted living facility, rehabilitation facility, or other long-term care facility; or (ii) cause a client or customer, or any prospective client or customer of the Company, to terminate or diminish or otherwise modify adversely its business relationship with the Company. Provided, however, that Executive may solicit from a client or customer or a prospective client or customer of the Company business that is not in competitive with the Company or is not that same or similar to any of the products or services offered by the Company, on behalf of a business that is not a Competing Business. In the event Executive solicits business in accordance with the immediately preceding sentence, the Company shall have no obligation to make any remaining payments which would have otherwise owed under this Agreement.

(e) The Executive acknowledges and agrees that the restrictions contained in this

Section 8 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the Company, that the Company would not have entered into this Agreement in the absence of such restrictions and that irreparable injury will be suffered by the Company should the Executive breach the provisions of this Section. The Executive represents and acknowledges that (i) the Executive has been advised by the Company to consult the Executive's own legal counsel in respect of this Agreement, (ii) the Executive has consulted with and been advised by his own counsel in respect of this Agreement, and (iii) the Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with the Executive's counsel.

(f) The Executive further acknowledges and agrees that the restrictions contained in this

Section 8 will not be adequately compensated by monetary damages. The Executive agrees that actual damage may be difficult to ascertain and that, in the event of any such breach, the Company shall be entitled to injunctive relief in addition to such other legal or equitable remedies as may be available to the Company. In the event that the provisions of this Section 8 should ever be adjudicated to exceed the limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provision shall be amended such that those provisions are made consistent with the maximum limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that those provisions otherwise be enforced to the maximum extent permitted

by law. In the event that Executive fails to comply with Section 8(b) - (d), Executive shall be entitled to no payment under Section 5 and any payments made under Section 5 shall be returned to the Company.

(g) To the extent that any court action is permitted consistent with or to enforce

Section 8 of this Agreement, the Executive agrees that suit may be brought, and that he consents to personal jurisdiction, in the United States District Court for the Western District of Kentucky, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Jefferson County, Kentucky; consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding; and waives any objection which he may have to the laying of venue of any such suit, action or proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.

(h) For purposes of this Section 8, the term "Company" shall be deemed to include

subsidiaries and affiliates of the Company.

(i) The Executive agrees that during his employment he shall not use or disclose to

the Company any confidential or proprietary information obtained in the course of employment with a prior employer.

(j) Executive agrees that the duration of the non-competition and non-solicitation

obligations set forth in this Agreement shall be extended by the period of time in which Executive is in breach of those obligations. Executive further agrees that the duration of the non-competition and non-solicitation obligations in this Agreement shall be extended and their expirations tolled upon the filing of any lawsuit challenging the validity or enforceability of those obligations until the lawsuit is finally resolved and all rights of appeal have expired.

(k) ln the event that the provisions of this Agreement should ever be adjudicated to

exceed the limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provisions shall be amended such that those provisions are made consistent with the maximum limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that those provisions otherwise be enforced to the maximum extent permitted by law. The Company expressly reserves the right to limit the scope of these covenants unilaterally to ensure enforcement. Asserting any claims against the Company will not relieve Executive of obligations under this Agreement or constitute a defense to its enforcement.

(l) During and after the Term, Executive agrees that Executive will not disparage or subvert the Company, or make any statement reflecting negatively on the Company, its affiliated corporations or entities, or any of their officers, directors, employees, agents or representatives, including, but not limited to, any matters relating to the operation or management of the Company, Executive's employment and the termination of Executive's employment, irrespective of the truthfulness or falsity of such statement.

9. Arbitration of Disputes.

Any controversy or claim arising out of or relating to this

Agreement or the breach thereof or otherwise arising out of the Executive's employment or the

termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association ("AAA") in Louisville, Kentucky in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity's agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 9 shall be specifically enforceable. Notwithstanding the foregoing, this Section 9

shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 9.

10. Successors.

This Agreement is personal to the Executive and, without the prior written consent of the Company, sha11 not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume and agree 1o perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean both the Company as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or otherwise.

11. Miscellaneous.

(a) This Agreement shall be governed by, and construed in accordance with, the laws

of the State of Kentucky, without reference to principles of conflict of laws. The captions of this

Agreement are not part of the provisions hereof and shall have no force or effect. This

Agreement supersedes any and all other agreements, either oral or in writing, between the parties

hereto with respect to the employment of the Executive by the Company and contains all of the

covenants and agreements between the parties with respect to such employment in any manner

whatsoever. This Agreement may not be amended or modified except by a written agreement

executed by the parties hereto or their respective successors and legal representatives.

(b) If a claim or action at law or in equity is commenced to enforce or interpret the

terms of this Agreement, including any claim or action pursuant to Section 8, and such claim or

action is determined by the presiding fact-finder to be unreasonable, the prevailing party shall be

entitled to recover, in addition to any other relief, all attorney's fees incurred by such prevailing

party.

(c) All notices and other communications under this Agreement shall be in writing

and shall be given by hand to the other party or by registered or certified mail, return receipt

requested, postage prepaid, addressed as follows:

If to the Executive: to the address on file with the Company

If to the Company: PharMerica Corporation, 1901 Campus Place, Louisville, KY 40299

     Attention: General Counsel

or to such other address as either party furnishes to the other in writing in accordance

with this paragraph (c) of Section 11. Notices and communications shall be effective when actually received by the addressee.

(d) The invalidity or unenforceability of any provision of this Agreement shall not

affect the validity or enforceability of any other provision of this Agreement. If any provision of

this Agreement shall be held invalid or unenforceable in part, the remaining portion of such

provision, together with all other provisions of this Agreement, shall remain valid and

enforceable and continue in full force and effect to the fullest extent consistent with law.

(e) Notwithstanding any other provision of this Agreement, the Company may

withhold from amounts payable under this Agreement all federal, state, local, and foreign taxes

that are required to be withheld by applicable laws or regulations.

(f) The Executive's or the Company's failure to insist upon strict compliance with

any provision of, or to assert any right under, this Agreement (including, without limitation, the

right of the Executive to terminate employment for Good Reason pursuant to paragraph (c) of

Section 5 of this Agreement) shall not be deemed to be a waiver of such provision or right or of

any other provision of or right under this Agreement.

(g) Anything to the contrary herein notwithstanding, all benefits or payments

provided by the Company to the Executive that would be deemed to constitute "nonqualified

deferred compensation" within the meaning of Section 409A are intended to comply with Section 409A of the Code. If, however, any such benefit or payment is deemed to not comply with Section 409A of the Code, the Company and the Executive agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (i) Section 409A of the Code will not apply or (ii) compliance with Section 409A will be achieved.

(h) This Agreement may be executed in several counterparts, each of which shall be

deemed an original, and said counterparts shall constitute but one and the same instrument.

12. The respective rights and obligations of the parties hereunder shall survive any

termination of the Executive's employment to the extent necessary to the intended preservation of such rights and obligations, including, but not by way of limitation, those rights and obligations set forth in Sections 3, 5, 6, 8, 9 and 12.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to

the authorization of the Committee, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

PHARMERICA CORPORATION

By: __________________________

Name: Gregory S. Weishar

Title: Chief Executive Officer

EXECUTIVE:

______________________________

Robert Dries

SEPARATION OF EMPLOYMENT AGREEMENT

AND GENERAL RELEASE

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the "Agreement") is made as of this ___ day of __________, ____, by and between PharMerica Corporation (the "Company") and Robert Dries (the "Executive").

WHEREAS, Executive formerly was employed as ________;

NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

10. (a)  The Employee agrees to cooperate reasonably with the Company in connection with the contemplation, prosecution, and defense of all phases of existing, past, and future litigation about which the Company believes the Employee may have knowledge or information.  Such cooperation includes, but is not limited to, the following:

Intending to be legally bound hereby, Employee and the Company executed the foregoing Separation of Employment and General Release this _____ day of _______________,

 

Printed Name

PharMerica Corporation

Name:  _____________

Title:  ______________

I acknowledge that I was provided with a copy of the Separation of Employment and General Release ("Release") on ________________and understand I have until twenty-one (21) days after ______________________, to consider and sign the Release.  I have had an opportunity to review the Release, have been afforded the opportunity to have it reviewed by an attorney of my choosing, and have made the decision to execute the Release prior to the expiration of the twenty-one (21) day review period.  Therefore, I have executed the Release today, and I understand that I have seven (7) days from today to revoke the Release.  Terms of the Release will begin no earlier than the eighth (8th) day after execution of this Release.

(Employee signature)

  

(Printed name)

I acknowledge that I received today a copy of the Separation of Employment and General Release.  I have been advised of the following:

1.

That I have twenty-one (21) days from ______________, to consider the Release.

2.

I have the opportunity to discuss with a representative of PharMerica any questions or concerns I may have over the terms or language of the Release.

3.

I have been advised to see an attorney of my choosing to review the Release.

4.

I should not sign the Release unless I fully understand its terms and enter into the Release of my own free will.

5.

I have seven (7) days after signing the Release to revoke the Release.

6.

No other promises have been made to me beyond the terms of the Release.

(Employee signature)

  

(Printed name)

(Employee signature only acknowledges receipt of this entire agreement.)

1.

2.