UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  March 27, 2018
 
Diplomat Pharmacy, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Michigan	 	001-36677	 	38-2063100	
(State or Other Jurisdiction
of Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	
 
4100 S. Saginaw St.
Flint, Michigan 48507
(Address of Principal Executive Offices)  (Zip Code)
 
(888) 720-4450
(Registrant’s Telephone Number, Including Area Code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Named Executive Officer Annual Target Compensation
 
On March 27, 2018, the Board of Directors (the “Board”) of Diplomat Pharmacy, Inc. (the “Company”) approved changes to the structure of the annual target compensation of certain of its named executive officers: Joel Saban, President, Atul Kavthekar, Chief Financial Officer and Gary Rice, Executive Vice President of Operations. Specifically, the allocation of the annual equity award for each of Messrs. Saban, Kavthekar and Rice was modified for 2018 to consist of 50% performance-based restricted stock units (“RSUs”), 25% time-based RSUs, and 25% time-based stock options. The terms of the awards are as described further below. In addition, the base salary, annual target bonus and annual target equity award for each named executive officer was modified as set forth herein.
 
Based on the experience, performance, responsibilities and anticipated annual growth, as well as retention, incentive and market factors and in consultation with an independent third-party compensation consultant, the Board approved the 2018 annual target compensation for each of the named executive officers, noted above, as follows. Mr. Saban’s base salary was increased from $450,000 to $500,000, his annual target bonus was increased from 60% to 75% of base salary, and his annual target equity award was increased from 100% to 360% of base salary. Mr. Kavthekar’s base salary was increased from $400,000 to $450,000, his annual target bonus was increased from 50% to 65% of base salary, and his annual target equity award was increased from 100% to 222% of base salary. Mr. Rice’s base salary was increased from $320,000 to $340,000, his annual target bonus was increased from 40% to 45% of base salary, and his annual target equity award was increased from 60% to 100% of base salary.
 
For 2018, the earned bonus of the named executive officers is based on the achievement of certain revenue, Adjusted EBITDA, and individual annual performance goals, which represent 30%, 60% and 10%, respectively, of the target bonus.  In addition, a minimum Adjusted EBITDA target must be satisfied in order for there to be a payout of the revenue component.  The above named executive officers can earn 50% to 200% of their respective target bonus based on the performance goal for each component .
 
Performance-Based Restricted Stock Unit Awards
 
On March 27, 2018, the Board approved a form of Restricted Stock Unit Award Agreement (Performance-Based) (the “RSU Award Agreement”) for RSUs to be issued from time to time under the Company’s 2014 Omnibus Incentive Plan.  Under the terms of the RSU Award Agreement, the Company may issue the right, which will be earned or forfeited based upon the Company’s performance relative to Adjusted EBITDA goals for the applicable year, to receive shares of common stock, no par value, of the Company (“Common Stock”) on the basis of one share of Common Stock for each RSU, provided that the grantee has remained continuously employed by the Company from the grant date to such vesting date. Grantees may earn 50% to 200% of their respective target equity awards based on the performance goal. The earned RSUs, if any, will vest in three annual installments, with the first installment vesting upon Audit Committee confirmation of the satisfaction of the performance goal, and the remaining installments vesting annually thereafter.  The RSU Award Agreement also provides for the termination of the award upon termination of employment for any reason, except for double-trigger accelerated vesting for specified terminations upon a change in control. The Form of Restricted Stock Unit Award Agreement (Performance-Based) is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
 
On March 27, 2018, the Board approved the issuance of performance-based RSUs to the Company’s named executive officers in the following target amounts:  Mr. Saban, 40,000 performance-based RSUs; Mr. Kavthekar, 22,200 performance-based RSUs; and Mr. Rice, 7,556 performance-based RSUs.
 
Time-Based Restricted Stock Unit Awards
 
On March 27, 2018, the Board approved the issuance of time-based RSU awards, pursuant to the Form of Restricted Stock Unit Award Agreement (Time-Based) as contained in Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 6, 2017, to certain employees, including certain of the Company’s named executive officers in the following amounts:  Mr. Saban, 20,000 time-based RSUs; Mr. Kavthekar, 11,100 time-

 
based RSUs; and Mr. Rice 3,778 time-based RSUs.  The time-based RSUs will vest pro rata in three annual installments from the grant date.
 
Time-Based Stock Option Awards
 
On March 27, 2018, the Board approved a form of Stock Option Award Agreement (Time-Based) (the “Option Award Agreement”) for options to be issued from time to time under the Company’s 2014 Omnibus Incentive Plan.  The new form of Option Award Agreement is substantially similar to the form of award for time-vested options previously filed with the SEC, except that the Option Award Agreement contains revised provisions regarding vesting. Under the terms of the Option Award Agreement, the Company may issue options to purchase a number of shares of Common Stock.  The time-based options will vest pro rata in three annual installments from the grant date. The Option Award Agreement also provides for termination of the award in certain cases of employment termination without connection to any change in control event, and contains provisions regarding “double-trigger” vesting in the case of termination following a change in control under certain circumstances.  The Form of Stock Option Award Agreement (Time-Based) is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
 
On March 27, 2018, the Board approved the issuance of time-based option awards to certain employees, including certain of the Company’s named executive officers in the following amounts:  Mr. Saban, 47,539 options; Mr. Kavthekar, 26,384 options; and Mr. Rice, 8,980 options.
 
Item 9.01               Financial Statements and Exhibits.
 
(d)                            Exhibits

No.	 	Description	
10.1	 	Form of Restricted Stock Unit Award Agreement (Performance-Based)	
10.2	 	Form of Stock Option Award Agreement (Time-Based)	
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	 	
 	Diplomat Pharmacy, Inc.	

 	By:	/s/ Atul Kavthekar	
 	 	Atul Kavthekar	
 	 	Chief Financial Officer	
 
Date: March 29, 2018
 
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Exhibit 10.1 
 
DIPLOMAT PHARMACY, INC.
Form of Restricted Stock Unit Award Agreement (Performance-Based)
Under 2014 Omnibus Incentive Plan
 
Grantee:
Grant Date:
Number of Restricted Stock Units:
 
1.                                       Grant of RSUs .   Pursuant to the Diplomat Pharmacy, Inc. 2014 Omnibus Incentive Plan (the “ Plan ”), effective as of the Grant Date set forth above, Diplomat Pharmacy, Inc. (the “ Company ”) grants to the Grantee identified above an award of      Restricted Stock Units (the “ RSUs ”), on the terms and subject to the conditions set forth in this Restricted Stock Unit Award Agreement (this “ Agreement ”) and in the Plan. Each RSU that becomes earned and vested in accordance with the terms of this Agreement represents the right to receive one share of common stock, no par value, of Diplomat Pharmacy, Inc. (“ Common Stock ”).  Capitalized terms not defined in this Agreement have the meanings ascribed to such terms in the Plan.
 
2.                                       Earning of RSUs .  Grantee shall have no right or entitlement in respect of the RSUs unless and to the extent the RSUs become earned and vested in accordance with this Agreement. The RSUs shall be earned as follows:
 
(a)          Adjusted EBITDA .
 
(i)                                      The Grantee will earn   % of the RSUs if the Company’s Adjusted EBITDA (to be calculated in the same manner as under the Diplomat Pharmacy, Inc. Annual Performance Bonus Plan for the Performance Year) for the Performance Year is $          .
 
(ii)                                   The Grantee will earn   % of the RSUs if the Company’s Adjusted EBITDA for the Performance Year is $          .
 
(iii)                                The Grantee will earn   % of the RSUs if the Company’s Adjusted EBITDA for the Performance Year is $           or more.
 
(iv)                               The Grantee will earn between   % and   % of the RSUs if the Company’s Adjusted EBITDA for the Performance Year is more than $           and less than $     , with a linear increase in earned RSUs based on such performance.
 
(v)                                  The Grantee will earn between   % and   % of the RSUs if the Company’s Adjusted EBITDA for the Performance Year is more than $           and less than $     , with a linear increase in earned RSUs based on such performance.
 
(vi)                               The Grantee will forfeit   % of the RSUs if the Company’s Adjusted EBITDA for the Performance Year is less than $          .

 
(b)                                  Rounding of Earned RSUs . The Board or Compensation Committee shall round, up or down to the nearest whole number, the number of earned RSUs and the Adjusted EBTIDA for the Performance Year, in its sole discretion provided that it calculates such measures consistently for all RSUs with Grant Dates in the same year.
 
(c)                                   Timing of Determination of Earned RSUs .  Whether and the extent to which RSUs become earned under Section 2(a)  herein will be determined as of the earlier of the following dates (the “ Determination Date ”) (i) the date the Company files with the Securities and Exchange Commission its Annual Report on Form 10-K for the Performance Year, which includes the audited financial statements for such year, or (ii) if the filing specified in the foregoing clause (i) is not made by March 31 of the year following the Performance Year, the date the Audit Committee of the Board of Directors of the Company approves the financial statements of the Company for the Performance Year.
 
(d)                                  Forfeiture of Unearned RSUs .  Upon the Determination Date (defined below), any RSUs that have not been earned under Section 2(a)  herein shall expire, terminate and be forfeited and of no further force or effect. Each RSU that remains outstanding and becomes earned under Section 2(a)  herein shall be eligible to become vested in accordance with and subject to the terms and conditions set forth in Sections 3 and 4 herein.
 
3.                                       Normal Vesting .   Grantee shall have no right or entitlement in respect of the RSUs unless and to the extent the RSUs have both become earned in accordance with Section 2(a)  herein and become vested in accordance with this Section 3 or Section 4 herein. For this purpose and except as provided in Section 4   herein, of the RSUs, if any, that have become earned under Section 2(a)  herein, such earned RSUs shall become vested           , provided that, (i) the earned RSUs shall cease vesting upon termination of Grantee’s employment with the Company or a Subsidiary for any reason whatsoever and (ii) no portion of the earned RSUs scheduled to vest on any such vesting date shall vest unless Grantee has remained continuously employed by the Company or a Subsidiary from the Grant Date to such vesting date.
 
4.                                       Accelerated Vesting upon Termination after Change in Control .  Notwithstanding  Section 3  herein, upon the termination without Cause by the Company or a Subsidiary (or a successor, as applicable) of Grantee’s service as an employee or if Grantee resigns for Good Reason (as defined in Section 6 below) in connection with or within one year following the consummation of a Change in Control, then the vesting of any earned but unvested portion of the RSUs shall accelerate such that 100% of the RSUs shall vest, effective immediately prior to such termination of Grantee’s employment.  In the event of a Change in Control, if the Company’s successor (which, for the purposes of this provision, is the acquirer of the Company’s assets in a Change in Control resulting from the sale of all or substantially all of the Company’s assets) does not agree to assume this Agreement, or to substitute an equivalent award or right for this Award, and if Grantee has remained continuously employed from the Grant Date to the date of the Change in Control, and does not voluntarily resign without continuing with the Company’s successor, then the vesting of any earned but unvested portion of the RSUs shall accelerate such that the RSUs shall be vested to the same extent as if Grantee had been terminated without Cause as described in this  Section 4 , effective immediately prior to, and contingent upon, the consummation of such Change in Control.
 
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5.                                       Termination of Employment .  Upon termination of Grantee’s employment with the Company or a Subsidiary for any reason (other than as set forth in Section 4 above), vesting of the RSUs shall terminate and any portion of the RSUs that are unvested at the time of termination of Grantee’s employment with the Company or a Subsidiary shall expire, terminate and be forfeited and of no further force or effect.
 
6.                                       Certain Definitions .
 
(a)                                  As used herein, “ Good Reason ” shall mean Grantee’s resignation due to the occurrence of any of the following conditions which occurs without Grantee’s written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied:  (1) a reduction of Grantee’s then current base salary by 10% or more unless such reduction is part of a generalized salary reduction affecting similarly situated employees; (2) a change in Grantee’s position with the Company that materially reduces Grantee’s duties, level of authority or responsibility; (3) a material breach of any employment agreement between Grantee and the Company or a Subsidiary (if any); or (4) the Company conditions Grantee’s continued service with the Company on Grantee’s being transferred to a site of employment that would increase Grantee’s one-way commute by more than 50 miles from Grantee’s then principal residence.  In order for Grantee to resign for Good Reason, Grantee must provide written notice to the Company of the existence of the Good Reason condition within 30 days of the initial existence of such Good Reason condition.  Upon receipt of such notice, the Company will have 30 days during which it may remedy the Good Reason condition and not be required to provide for the vesting acceleration described herein as a result of such proposed resignation.  If the Good Reason condition is not remedied within such 30-day period, Grantee may resign based on the Good Reason condition specified in the notice effective no later than 30 days following the expiration of the 30-day cure period.
 
(b)                                  As used herein, “ Change in Control ” shall mean a transaction or series of related transactions that both (i) meets the definition of the term “Change in Control” in the Plan, and (ii) meets the definition of a “change in control event” in respect of the Company set forth in Treasury Regulation section 1.409A-3(i)(5).
 
7.                                       Settlement of RSUs and Issuance of Shares .  Subject to Section 13 herein regarding withholding tax, as soon as practicable (but within 30 days) after an RSU becomes both earned and vested, the Company will issue and transfer to the Grantee one share of Common Stock.  No fractional shares will be issued.
 
8.                                       Dividend Equivalent Rights .  For each cash dividend that is declared on the Common Stock after the date of this Award and prior to the vesting date of an RSU and that is payable on or before the vesting date of the RSU, then, on the payment date of such dividend, Grantee shall be credited with an amount equal to the amount dividends that would have been paid to Grantee if one share of Common Stock had been issued on the Grant Date for each RSU granted to Grantee under this Award that is outstanding on the date of payment of the dividends.  Each such credited amount shall vest on the same date that the respective RSUs become vested, and the vested credited amount (less tax withholdings) shall be paid in cash to Grantee, without interest, on the 30th day following the date the respective RSUs become vested.
 
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9.                                       Non-Transferability of RSUs .  The RSUs are personal to Grantee and are not transferable by Grantee.
 
10.                                Restrictive Covenants; Compensation Recovery .  By signing this Agreement, Grantee acknowledges and agrees that the RSUs (and any stock or stock-based award previously granted by the Company or a Subsidiary to Grantee under the Plan or otherwise) shall (i) be subject to forfeiture as a result of Grantee’s violation of any agreement with the Company or a Subsidiary regarding non-competition, non-solicitation, confidentiality, non-disparagement, inventions and/or similar restrictive covenants (the “ Restrictive Covenants Agreement ”), and (ii) be subject to forfeiture and/or recovery under any compensation recovery policy that may be adopted from time to time by the Company or any of its Subsidiaries. For avoidance of doubt, compensation recovery rights to the RSUs or other shares of Company stock (including shares of stock acquired under previously granted stock-based awards) shall extend to the proceeds realized by Grantee due to sale or other transfer of such stock. Grantee’s prior execution of the Restrictive Covenants Agreement was a material inducement for the Company’s grant of the RSUs under this Agreement.
 
11.                                Conformity with Plan .  This Award is intended to conform in all respects with and is subject to all applicable provisions of the Plan, which is incorporated herein by reference. Any inconsistencies between the provisions of this Agreement and the Plan shall be resolved in accordance with the provisions of the Plan.
 
12.                                Rights as a Participant .  Nothing contained in this Agreement shall (i) interfere with or limit in any way the right of the Company or a Subsidiary to terminate Grantee’s employment at any time and for any or no reason, (ii) confer upon Grantee any right to be selected again as a Plan Participant, or (iii) require or permit any adjustment to the number of RSUs upon or as a result of the occurrence of any subsequent event (except as provided in Section 13 of the Plan).  Since no property is transferred to Grantee until shares of Common Stock are issued upon vesting of earned RSUs, Grantee acknowledges and agrees that Grantee cannot and will not attempt to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the fair market value of the RSUs in Grantee’s gross income for the taxable year of the grant of the Award.
 
13.                                Withholding of Taxes .  The Company will determine, in its discretion, the manner in which to satisfy the tax withholding obligations in connection with the issuance of Common Stock or payment of dividend equivalents upon vesting of RSUs, including, without limitation, any of the following:  (a) withholding from issuance or payment to Grantee of sufficient shares of Common Stock and/or cash having a fair market value sufficient to satisfy the withholding tax obligation; (b) sale of such number of shares of Common Stock having a fair market value sufficient to satisfy the withholding tax obligation and application of the proceeds of the sale to satisfaction of the withholding tax obligation; (c)  payment by Grantee to the Company of the withholding amount by wire transfer, certified check, or other means acceptable to the Company; or (d) by additional payroll withholding from other compensation payable to Grantee.  To the extent that the value of any whole shares of Common Stock withheld exceeds applicable tax withholding obligations, the Company agrees to pay the excess in cash to Grantee through payroll or by check as soon as practicable. To the extent the tax withholding obligations are satisfied pursuant to subsection (b) in this Section 13 , this Section 13 is intended to constitute a written plan pursuant to Rule 10b5-1(c) under the Securities Exchange Act of 1934.  To the extent
 
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applicable, Grantee shall take actions necessary to ensure that any such sales shall comply with Rule 144 under the Securities Act of 1933.
 
14.                                Resale Restrictions .  The Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the RSUs. The Company currently intends to maintain this registration, but has no obligation to do so. If the registration ceases to be effective, Grantee will not be able to sell or transfer Common Stock issued to Grantee upon vesting of earned RSUs unless an exemption from registration under applicable securities laws is available. Grantee agrees that any resale by Grantee of Common Stock acquired upon vesting of earned RSUs shall comply in all respects with the requirements of all applicable securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the Exchange Act, and the respective rules and regulations promulgated thereunder) and any other law, rule or regulation applicable thereto, as such laws, rules and regulations may be amended from time to time. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue shares of Common Stock or permit their resale if such issuance or resale would violate any such requirements.
 
15.                                Consent to Transfer of Personal Data .  In administering this Agreement and the Plan, or to comply with applicable legal, regulatory, tax or accounting requirements, it may be necessary for the Company to transfer certain Grantee personal data to a Subsidiary, or to outside service providers, or to governmental agencies. By signing this Agreement and accepting the award of the RSUs, Grantee consents, to the fullest extent permitted by law, to the use and transfer, electronically or otherwise, of Grantee’s personal data to such entities for such purposes.
 
16.                                Consent to Electronic Delivery .  In lieu of receiving documents in hard copy paper format, Grantee agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, documents, forms and communications) in connection with the RSUs and any other prior or future incentive award or program made or offered by the Company, a Subsidiary and their predecessors or successors. Electronic delivery of a document to Grantee may be via a Company or Subsidiary email system or by reference to a location on a Company or Subsidiary intranet site to which Grantee has access.
 
17.                                No Ownership of Common Stock Until Vesting .  Prior to the time an RSU becomes both earned and vested, Grantee shall not possess any incidents of ownership of the share of Common Stock underlying or relating to the RSU, including voting or dividend rights.
 
18.                                Notices .  Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company, to the General Counsel of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee’s address appearing on the books of the Company or to such other address as may be designated in writing by the Grantee.
 
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19.                                Successors .  The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.
 
20.                                Invalid Provision .  The invalidity or unenforceability of any particular provision hereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
 
21.                                Modifications .  Except as provided in the Plan, no change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.
 
22.                                Entire Agreement .  This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.
 
23.                                Governing Law .  This Agreement and the rights of Grantee hereunder shall be governed, construed, and administered in accordance with the laws of the State of Michigan (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of such jurisdiction or any other jurisdiction).
 
24.                                Headings .  The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
 
25.                                Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
26.                                Committee Determinations Final and Binding .  The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon Grantee and his/her legal representative in respect of any questions arising under the Plan or this Agreement.
 
27.                                Code Section 409A .  This Agreement (and the benefits and payments provided for under this Agreement) are intended to be exempt from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance issued thereunder (“ Code Section 409A ”), and this Agreement shall be interpreted and administered in a manner consistent with that intention; provided, however, that under no circumstances shall the Company or a Subsidiary be liable for any additional tax or other sanction imposed upon the Grantee, or other damage suffered by the Grantee, on account of this Agreement (or the benefits and payments provided for under this Agreement) being subject to and not in compliance with Code Section 409A. For purposes of this Agreement, if necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, the Grantee’s employment will not be considered to have terminated until and if the Grantee has experienced, in respect of the Company or a Subsidiary (or successor thereto), as applicable, a “separation from service” within the meaning of Treasury Regulation section 1.409A-1(h). Where Common Stock is required by this Agreement to be issued to the Grantee (and where dividend equivalent amounts are required
 
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to be paid to the Grantee) within a 30 day period following an applicable vesting date, the Company shall determine when during that 30 day period the Common Stock will be issued and the dividend equivalent amount will be paid to the Grantee.  If and to the extent necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, if the Grantee is entitled to receive Common Stock or dividend equivalent amounts upon or as a result of the Grantee’s separation from service, and if the Grantee is a “specified employee” (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, notwithstanding any other provision of this Agreement to the contrary, such Common Stock shall be issued and such dividend equivalent amounts shall be paid to the Grantee no earlier than the earliest to occur of (i) the day next following the date that is the six-month anniversary of the date of the Grantee’s separation from service, or (ii) the date of the Grantee’s death.

 	 	
 	Diplomat Pharmacy, Inc.	

 	By	 	
 	 	 	
 	Name:	 	
 	Its:	 	
 
The undersigned hereby acknowledges having read this Agreement and the Plan and agrees to be bound by all provisions set forth herein and in the Plan.

 	 	 	
Dated as of:	 	 	GRANTEE:	 	
 	 	 	
 	Name:	 	

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Exhibit 10.2 
 
DIPLOMAT PHARMACY, INC.
Form of Stock Option Award Agreement
Under 2014 Omnibus Incentive Plan
 
1.             Grant of Option .  Pursuant to the Diplomat Pharmacy, Inc. 2014 Omnibus Incentive Plan (the “ Plan ”), effective as of the Grant Date set forth above, Diplomat Pharmacy, Inc. (the “ Company ”) grants to the Grantee identified above an option (the “ Option ”) to purchase up to (but not in excess of)        shares of the Company’s common stock, no par value (the “ Option Shares ”), at the Exercise Price per Option Share set forth above, on the terms and subject to the conditions set forth in this Stock Option Award Agreement (this “ Agreement ”) and in the Plan. The Option is intended to be a Non-qualified Stock Option. Capitalized terms not defined in this Agreement have the meanings ascribed to such terms in the Plan.
 
2.             Term of Option .  The Option shall expire on the ten year anniversary of the Grant Date (the “ Expiration Date ”), subject to earlier expiration following termination of the Grantee’s employment with the Company or a Subsidiary as provided in  Paragraph 6  below.
 
3.             Normal Vesting .   Grantee may exercise the Option only if and to the extent that the Option has become vested. For this purpose and except as provided in  Paragraphs 4   and  6   below, the Option shall become vested         , provided that the Option shall cease vesting upon termination of Grantee’s employment with the Company or a Subsidiary for any reason whatsoever and the portion of the Option scheduled to vest on any such vesting date shall vest only if Grantee has remained continuously employed by the Company or a Subsidiary from the Grant Date to such vesting date.
 
4.             Accelerated Vesting upon Termination after Change in Control . Notwithstanding  Paragraph 3  above, upon the termination without Cause by the Company or a Subsidiary (or a successor, as applicable) of Grantee’s service as an employee or if Grantee resigns for Good Reason (as defined below) in connection with or within one year following the consummation of a Change in Control, then the vesting of this Option shall accelerate such that 100% of the Option Shares then unvested shall vest, effective immediately prior to such termination of Grantee’s employment.  In the event of a Change in Control, if the Company’s successor (which, for the purposes of this provision, is the acquirer of the Company’s assets in a Change in Control resulting from the sale of all or substantially all of the Company’s assets) does not agree to assume this Option, or to substitute an equivalent award or right for this Option, and if Grantee has remained continuously employed from the Grant Date to the date of the Change in Control, and does not voluntarily resign without continuing with the Company’s successor, then the vesting of Option Shares shall accelerate such that this Option shall be vested to the same extent as if Grantee had been terminated without Cause as described above, effective immediately prior to, and contingent upon, the consummation of such Change in Control.  In the event the Option accelerates pursuant to this  Paragraph 4 , any portion of the Option that is vested or accelerated on such date may be exercised only during the one year period following such termination, but in no event after the Expiration Date.

 
As used herein, “ Good Reason ” shall mean Grantee’s resignation due to the occurrence of any of the following conditions which occurs without Grantee’s written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied:  (1) a reduction of Grantee’s then current base salary by 10% or more unless such reduction is part of a generalized salary reduction affecting similarly situated employees; (2) a change in Grantee’s position with the Company that materially reduces Grantee’s duties, level of authority or responsibility; (3) a material breach of any employment agreement between Grantee and the Company or a Subsidiary (if any); or (4) the Company conditions Grantee’s continued service with the Company on Grantee’s being transferred to a site of employment that would increase Grantee’s one-way commute by more than 50 miles from Grantee’s then principal residence.  In order for Grantee to resign for Good Reason, Grantee must provide written notice to the Company of the existence of the Good Reason condition within 30 days of the initial existence of such Good Reason condition.  Upon receipt of such notice, the Company will have 30 days during which it may remedy the Good Reason condition and not be required to provide for the vesting acceleration described herein as a result of such proposed resignation.  If the Good Reason condition is not remedied within such 30-day period, Grantee may resign based on the Good Reason condition specified in the notice effective no later than 30 days following the expiration of the 30-day cure period.
 
5.             Procedure for Exercise and Payment of Exercise Price .  Grantee may exercise all or any portion of the Option, to the extent it is vested and outstanding, at any time prior to its expiration, by (i) delivering a properly executed written notice of exercise to the Company, in such form as shall be approved by the Company, specifying the number of Option Shares to be purchased, and (ii) paying to the Company the aggregate Exercise Price of the Option Shares to be purchased. Grantee shall pay the aggregate Exercise Price of the Option Shares to be purchased on exercise of the Option (i) by payment of such aggregate Exercise Price in cash or by certified or bank cashier’s check payable to the order of the Company, (ii) by delivery of irrevocable instructions to a stockbroker to sell immediately some or all of the Option Shares acquired by exercise of the Option and to promptly deliver to the Company an amount of the sale proceeds sufficient to pay the aggregate Exercise Price, or (iii) in the discretion of the Committee, by such other cashless means authorized by Paragraph 6(g) of the Plan.
 
6.             Termination of Employment .  Upon termination of Grantee’s employment with the Company or a Subsidiary for any reason (other than as set forth in  Paragraph 4  above), vesting of the Option shall terminate and any portion of the Option that is unvested at the time of termination of Grantee’s employment with the Company or a Subsidiary shall expire, terminate and be forfeited and of no further force or effect. If the Company or a Subsidiary terminates Grantee’s employment for Cause, any portion of the Option which is vested at the time of such termination shall also expire, terminate and be forfeited and of no further force or effect. If Grantee’s employment with the Company or a Subsidiary terminates due to the death or Disability of Grantee, any portion of the Option that is vested on the date of such termination may be exercised only during the one year period following such termination, but in no event after the Expiration Date. If Grantee’s employment with Company or a Subsidiary terminates for any reason other than death, Disability or Cause, or as set forth in  Paragraph 4  above, any portion of the Option that is vested on the date of such termination may be exercised only during the 90 day period following such termination, but in no event after the Expiration Date.
 
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7.             Non-Transferability of Option .  The Option is personal to Grantee. Unless permitted otherwise in the discretion of the Committee, the Option is not transferable by Grantee (other than by will or the laws of descent and distribution) and, during Grantee’s lifetime, only Grantee (or his guardian or legal representative) may exercise the Option. In the event of Grantee’s death, the Option may be exercised (i) by the executor or administrator of Grantee’s estate or the person or persons to whom Grantee’s rights under the Option shall pass by will or the laws of descent and distribution, and (ii) to the extent and during the period Grantee was allowed to exercise the Option at the date of Grantee’s death.
 
8.             Restrictive Covenants; Compensation Recovery .  By signing this Agreement, Grantee acknowledges and agrees that the Option and the Option Shares (and any stock or stock-based award previously granted by the Company or a Subsidiary to Grantee under the Plan or otherwise) shall (i) be subject to forfeiture as a result of Grantee’s violation of any agreement with the Company or a Subsidiary regarding non-competition, non-solicitation, confidentiality, non-disparagement, inventions and/or similar restrictive covenants (the “ Restrictive Covenants Agreement ”), and (ii) be subject to forfeiture and/or recovery under any compensation recovery policy that may be adopted from time to time by the Company or any of its Subsidiaries. For avoidance of doubt, compensation recovery rights to the Option Shares or other shares of Company stock (including shares of stock acquired under previously granted stock-based awards) shall extend to the proceeds realized by Grantee due to sale or other transfer of such stock. Grantee’s prior execution of the Restrictive Covenants Agreement was a material inducement for the Company’s grant of the Option under this Agreement.
 
9.             Conformity with Plan .  The Option is intended to conform in all respects with and is subject to all applicable provisions of the Plan, which is incorporated herein by reference. Any inconsistencies between the provisions of this Agreement and the Plan shall be resolved in accordance with the provisions of the Plan.
 
10.          Rights as a Participant .  Nothing contained in this Agreement shall (i) interfere with or limit in any way the right of the Company or a Subsidiary to terminate Grantee’s employment at any time and for any or no reason, (ii) confer upon Grantee any right to be selected again as a Plan Participant, or (iii) require or permit any adjustment to the number of Option Shares or to the Exercise Price upon or as a result of the occurrence of any subsequent event (except as provided in Paragraph 13 of the Plan).
 
11.          Withholding of Taxes .  Any income or employment tax required to be withheld upon exercise of the Option shall be paid by Grantee to the Company or a Subsidiary (whichever is the employer of Grantee), or the Company or a Subsidiary (whichever is the employer of Grantee) may withhold such tax from the cash compensation otherwise payable to Grantee. Alternatively, Grantee may pay any such withholding tax (i) by delivery of irrevocable instructions to a stockbroker to sell immediately some or all of the Option Shares acquired by exercise of the Option and to promptly deliver to the Company an amount of the sale proceeds sufficient to pay the withholding tax due on exercise of the Option, or (ii) such other cashless means as may be permitted under law and in the discretion of the Committee.
 
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12.          Resale Restrictions .  The Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the Option Shares. The Company currently intends to maintain this registration, but has no obligation to do so. If the registration ceases to be effective, Grantee will not be able to sell or transfer Option Shares issued to Grantee upon exercise of the Option unless an exemption from registration under applicable securities laws is available. Grantee agrees that any resale by Grantee of Option Shares acquired upon exercise of the Option shall comply in all respects with the requirements of all applicable securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the Exchange Act, and the respective rules and regulations promulgated thereunder) and any other law, rule or regulation applicable thereto, as such laws, rules and regulations may be amended from time to time. The Company shall not be obligated to issue the Option Shares or permit their resale if such issuance or resale would violate any such requirements.
 
13.          Consent to Transfer of Personal Data .  In administering this Agreement and the Plan, or to comply with applicable legal, regulatory, tax or accounting requirements, it may be necessary for the Company to transfer certain Grantee personal data to a Subsidiary, or to outside service providers, or to governmental agencies. By signing this Agreement and accepting the award of the Option, Grantee consents, to the fullest extent permitted by law, to the use and transfer, electronically or otherwise, of Grantee’s personal data to such entities for such purposes.
 
14.          Consent to Electronic Delivery .  In lieu of receiving documents in hard copy paper format, Grantee agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, documents, forms and communications) in connection with the Option and any other prior or future incentive award or program made or offered by the Company, a Subsidiary and their predecessors or successors. Electronic delivery of a document to Grantee may be via a Company or Subsidiary email system or by reference to a location on a Company or Subsidiary intranet site to which Grantee has access.
 
15.          No Ownership of Option Shares Until Exercise .  Prior to the Grantee’s exercise of the Option and purchase of the Option Shares, the Grantee shall not possess any incidents of ownership of the Option Shares, including voting or dividend rights.
 
16.          Notices .  Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company, to the Chief Financial Officer of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee’s address appearing on the books of the Company or to such other address as may be designated in writing by the Grantee.
 
17.          Successors .  The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.
 
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18.          Invalid Provision .  The invalidity or unenforceability of any particular provision hereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
 
19.          Modifications .  Except as provided in the Plan, no change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.
 
20.          Entire Agreement .  This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.
 
21.          Governing Law .  This Agreement and the rights of the Grantee hereunder shall be governed, construed, and administered in accordance with and governed by the laws of the State of Michigan (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of such jurisdiction or any other jurisdiction).
 
22.          Headings .  The headings of the Paragraphs hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
 
23.          Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
24.          Committee Determinations Final and Binding .  The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions arising under the Plan or this Agreement.
 
[signature page follows]
 
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 	Diplomat Pharmacy, Inc.	

 	By:	 	
 	 	 	
 	Name:	 	
 	Its:	 	
 
The undersigned hereby acknowledges having read this Agreement and the Plan and agrees to be bound by all provisions set forth herein and in the Plan.

 	 	
Dated as of:	 	 	GRANTEE:	 	
 	 	 	
 	Name:	 	

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