DRAFT 10/17/97 -------------- 2,000,000 Shares* PRIORITY HEALTHCARE CORPORATION Class B Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 1997 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
ii 4 EXHIBIT "A" - Notice of BorrowingLoan Agreement • March 30th, 1999 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Exhibit 4-A(ii) FIRST AMENDMENT --------------- TO REVOLVING CREDIT AGREEMENT -----------------------------Revolving Credit Agreement • March 15th, 2004 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
WITNESSETH:Executive Employment Agreement • March 15th, 2004 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
ARTICLE III TERM OF AGREEMENTAdministrative Services Agreement • October 3rd, 1997 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
DRAFT 10/2/97 ------------- 2,000,000 Shares* PRIORITY HEALTHCARE CORPORATION Class B Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 1997 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Agreement ---------Employment Agreement • August 27th, 1997 • Priority Healthcare Corp • Indiana
Agreement ---------Consulting Agreement • August 27th, 1997 • Priority Healthcare Corp • Indiana
WITNESSETH:Executive Employment Agreement • March 28th, 2003 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
ARTICLE II TERM OF AGREEMENTEmployment Agreement • March 30th, 1999 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
RECITALSTax Sharing Agreement • October 3rd, 1997 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
ARTICLE II TERM OF AGREEMENTEmployment Agreement • March 30th, 1999 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
among PRIORITY HEALTHCARE CORPORATION, as BorrowerRevolving Credit Agreement • March 15th, 2004 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Exhibit 10-Z NONCOMPETE AGREEMENT THIS NONCOMPETE AGREEMENT (the "Agreement") is entered into this 2nd day of March, 2004, by and between Priority Healthcare Corporation, an Indiana corporation, (the "Company") and Kim K. Rondeau (the "Employee").Non-Compete Agreement • March 15th, 2004 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
EXHIBIT 10-H TERMINATION BENEFITS AGREEMENT This Termination Benefits Agreement ("Agreement") is made and entered into as of January 1, 2000, by and between Priority Healthcare Corporation, an Indiana corporation (hereinafter referred to as the...Termination Benefits Agreement • March 16th, 2000 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Agreement ---------Noncompete Agreement • March 22nd, 2002 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
EXHIBIT 10-S (iii) RABBI TRUST AGREEMENT TRUST AGREEMENT FOR PRIORITY HEALTHCARE CORPORATION NON-QUALIFIED DEFERRED COMPENSATION PLAN (a) This agreement made this 1st day of December, 2002, by and between Priority Healthcare Corporation (the...Rabbi Trust Agreement • March 28th, 2003 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania
ARTICLE II TERM OF AGREEMENTEmployment Agreement • March 30th, 1999 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
EXHIBIT 4.4 PRISM{} PROTOTYPE RETIREMENT PLAN & TRUST401(k) Profit Sharing Plan Adoption Agreement • December 30th, 1998 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT 10-E TERMINATION BENEFITS AGREEMENT This Termination Benefits Agreement ("Agreement") is made and entered into as of July 1, 1996 by and between Priority Healthcare Corporation, an Indiana corporation (hereinafter referred to as the...Termination Benefits Agreement • August 27th, 1997 • Priority Healthcare Corp • Indiana
RECITALSIndemnification and Hold Harmless Agreement • October 3rd, 1997 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
Exhibit 1 2,600,000 SHARES (*) PRIORITY HEALTHCARE CORPORATION CLASS B COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 1999 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
AGREEMENTEmployment Agreement • March 30th, 2005 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
THIS AGREEMENT (“Agreement”) is made and entered into as of June 30, 2004, by and between Priority Healthcare Corporation (the “Company”) and Robert L. Myers (“Myers”).
AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER PRIORITY HEALTHCARE CORPORATIONRestricted Stock Agreement • May 11th, 2004 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Agreement has been entered into as of the 31st day of March, 2004 between Priority Healthcare Corporation, an Indiana corporation (the “Company”) and Tracy Nolan, an employee of the Company (the “Employee”), pursuant to the Company’s 1997 Stock Option and Incentive Plan (the “Plan”) and evidences and sets forth certain terms of the grant to the Employee pursuant to the Plan of an aggregate of 9,000 shares of Restricted Stock as of the date of this Agreement. Capitalized terms used herein and not defined have the meanings set forth in the Plan.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 8th, 2005 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
THIS AGREEMENT is made this day of , , between PRIORITY HEALTHCARE CORPORATION, an Indiana corporation (the “Corporation”), and «Name_of_Officer», an officer of the Corporation (“Officer”).
NONCOMPETE AGREEMENTNoncompete Agreement • May 11th, 2004 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
In exchange for options in Priority Healthcare Corporation and other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees as follows:
EXHIBIT 10 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT ("Agreement"), dated as of October 23, 1998, is entered into by and between BINDLEY WESTERN INDUSTRIES, INC., an Indiana corporation ("BWI") and PRIORITY HEALTHCARE CORPORATION, an Indiana...Distribution Agreement • January 4th, 1999 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries
Exhibit 10-J PRIORITY HEALTHCARE CORPORATION ------------------------------- EMPLOYEE CONFIDENTIALITY/NONCOMPETITION AGREEMENT ------------------------------------------------- This Agreement is made and entered into by and between Priority Healthcare...Employee Confidentiality/Noncompetition Agreement • March 22nd, 2002 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER PRIORITY HEALTHCARE CORPORATIONRestricted Stock Agreement • November 8th, 2004 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Agreement has been entered into as of the day of , 200 , between Priority Healthcare Corporation, an Indiana corporation (the “Company”) and [Name of Employee], an employee of the Company (the “Employee”), pursuant to the Company’s 1997 Stock Option and Incentive Plan (the “Plan”) and evidences and sets forth certain terms of the grant to the Employee pursuant to the Plan of an aggregate of shares of Restricted Stock as of the date of this Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Plan.
EXHIBIT 10-Y AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER PRIORITY HEALTHCARE CORPORATION 1997 STOCK OPTION AND INCENTIVE PLAN This Agreement has been entered into as of the 27th day of October, 2003 between Priority Healthcare Corporation, an Indiana...Agreement for Restricted Stock • March 15th, 2004 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT 10-S (ii) NONQUALIFIED DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT The Employer named below hereby establishes a Nonqualified Deferred Compensation Plan for eligible Employees as provided in this Adoption Agreement and the Plan document. I...Nonqualified Deferred Compensation Plan • March 28th, 2003 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries
Executive Employment AgreementExecutive Employment Agreement • May 11th, 2004 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
This Executive Employment Agreement is entered into this 15th day of March, 2004 (“Effective Date”) between Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 (“Company”) and Tracy Nolan, (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 8th, 2005 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Indiana
THIS AGREEMENT is made this day of , , between PRIORITY HEALTHCARE CORPORATION, an Indiana corporation (the “Corporation”), and «Name_of_Outside_Director», a director of the Corporation (“Director”).
AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER PRIORITY HEALTHCARE CORPORATIONRestricted Stock Agreement • October 31st, 2002 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Agreement has been entered into as of the 21st day of October, 2002 between Priority Healthcare Corporation, an Indiana corporation (the “Company”) and , an employee of the Company (the “Employee”), pursuant to the Company’s 1997 Stock Option and Incentive Plan (the “Plan”) and evidences and sets forth certain terms of the grant to the Employee pursuant to the Plan of an aggregate of shares of Restricted Stock as of the date of this Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Plan.
AGREEMENTPart-Time Employment Agreement • March 30th, 2005 • Priority Healthcare Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
THIS AGREEMENT (“Agreement”) is made and entered into as of June 30, 2004, by and between Priority Healthcare Corporation (the “Company”) and Donald J. Perfetto (“Perfetto”).
