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EXHIBIT 10-S(i)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 1st day of
March, 1999, by and between Priority Healthcare Corporation, an Indiana
corporation (the "Company"), and Xxx X. Xxxxxx (the "Employee").
RECITALS
1. The Company is engaged in the business of the provision of health
care services and in various related activities.
2. The Company desires to have the Employee serve as an employee of the
Company, and the Employee desires such employment, all on the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions set forth herein, the Company and the Employee agree as
follows:
ARTICLE I
EMPLOYMENT
The Company hereby agrees to the Employee's employment with the Company
in accordance with the terms and conditions of this Agreement, and the Employee
hereby agrees to the terms and conditions of this Agreement. The Employee shall
serve as Executive Vice President of Priority Healthcare Corporation and shall
have duties, responsibilities and powers as shall be determined from time to
time by, and all of his duties, responsibilities and powers shall at all times
be subject to the order, direction and supervision of any superior officers
within the Company.
ARTICLE II
TERM OF AGREEMENT
The term of employment which this Agreement establishes shall commence
as of the date of this Agreement and end on February 28, 2000. Notwithstanding
the foregoing, the term of employment established by this Agreement is subject
to prior termination as hereinafter provided.
ARTICLE III
DEVOTION TO DUTIES
During the term of employment, the Employee shall devote his full time,
attention, skill and effort to the operations of the Company and shall not,
during such term, engage in any other business activity requiring any
substantial amount of his time (whether or not such business activity is pursued
for gain, profit or pecuniary advantage).
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ARTICLE IV
REGULAR COMPENSATION
The Company shall pay to the Employee and the Employee shall accept
from the Company, as compensation for his services and for his covenants and
other obligations hereunder, the gross bi-weekly salary of $5,961.54. Employee's
salary will be reviewed annually, consistent with the Company's compensation
policies.
ARTICLE V
EXPENSES AND BENEFITS
The Company shall reimburse the Employee for all ordinary and necessary
business expenses incurred by him while carrying out his employment
responsibilities under this Agreement. The Employee shall receive a monthly auto
allowance of $400, shall be reimbursed by the Company for such auto's gasoline
and oil charges and the Company will pay up to $900 annually for auto insurance
on such auto. The Employee shall be entitled to participate in such other fringe
benefit programs as the Company from time to time shall establish for all of its
other full time employees of similar status, if he is otherwise eligible to
participate in such programs. The Company retains the right to establish limits
on the types or amounts of business expenses that the Employee may incur and to
abolish or alter the terms of any fringe benefit program that it may establish.
The Employee shall be paid a bonus up to 60% of the gross salary paid
to Employee during the year. Such bonus shall be based on individual and Company
performance and shall be paid to the Employee no later than March 31 of the year
following the year in which the bonus is earned.
During the term of this Agreement, the Employee shall be eligible to
participate in any stock option plans generally available to the Company's key
employees.
ARTICLE VI
TERMINATION
Section 6.01. Reasons for Termination. The Employment of the Employee
shall be terminated upon the occurrence of any of the following events:
(a) Death of the Employee.
(b) At the Company's option, upon the Employee's violation of Company
policy or failure to perform any of his duties or obligations under this
Agreement in a satisfactory manner, or upon any dishonesty of any kind or
willful misconduct of the Employee, including, but not limited to, theft of or
other unauthorized personal use of Company funds or other remuneration from
Company suppliers or potential suppliers. Employee may be terminated under this
paragraph 6.01(b) only following prior notice to the Employee of the reason for
termination and an opportunity to dispute such reason.
(c) At the Company's option, if the Employee shall suffer a permanent
disability. For purposes of this Agreement, "permanent disability" shall be
defined as the Employee's inability through physical or mental illness or other
cause to perform, in the opinion of an independent physician chosen by the
parties to this Agreement, duties assigned to him hereunder for the continuous
period of three months during the term of this Agreement.
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(d) At the Company's option, without cause.
(e) At the Employee's option, without cause.
Section 6.02. Compensation Upon Termination.
(a) Should the employment of the Employee be terminated under
subsections (a), (c) or (d) (except as modified by Section 6.02(c) below) of
Section 6.01 of this Agreement, the Company shall pay to the Employee (or the
Employee's personal representative), within 10 business days after the date of
termination, a sum equal to the aggregate amount of regular compensation that
was paid to the Employee under this Agreement for the one-month period preceding
such date of termination.
(b) Should the employment of the Employee be terminated under
subsections (b) or (e) of Section 6.01 of this Agreement, the Employee shall be
paid his regular compensation up to the date of termination.
(c) Should the employment of the Employee be terminated under
subsection (d) of Section 6.01 of this Agreement, the Company shall pay to the
Employee a sum payable in bi-weekly installments equal to the aggregate amount
of regular compensation that the Employee would be entitled to receive under
this Agreement for a six-month period.
(d) Payments to the Employee under this Section 6.02 shall be
considered severance pay in consideration of the Employee's past service and in
consideration of his continued service from the date hereof. The Company may, at
its discretion, withhold from such payments any federal, state, city, county or
other taxes. In the event of the termination of the employment of the Employee
for any reason described in Section 6.01, the severance pay provided for by this
Section 6.02 shall constitute the entire obligation of the Company to the
Employee and full settlement of any claim under law or in equity that the
Employee might otherwise assert against the Company or any of its employees,
officers or directors on account of such termination.
Section 6.03. Reimbursement for Certain Litigation Expenses. In the
event of litigation to determine whether the Employee's employment was properly
terminated under subsection (b) of Section 6.01, the prevailing party shall be
entitled to recover all reasonable costs and expenses, including reasonable
attorneys' fees, incurred in connection with such litigation.
ARTICLE VII
CONFIDENTIAL INFORMATION
In connection with his employment by the Company, the Employee has and
will become acquainted with the affairs of the Company, its officers and
employees, its sources of supply, its customers, and other trade information
which the Company has acquired or will acquire at great cost and expenses.
Therefore, as an essential ingredient and consideration of this Agreement, the
Employee has entered into the Noncompete Agreement attached hereto as Exhibit A.
ARTICLE VIII
GENERAL
Section 8.01. Severability. Should any clause, portion or section of
this Agreement be unenforceable or invalid for any reason, such unenforceability
or invalidity shall not affect the enforceability of validity
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of the remainder of this Agreement. Should any particular covenant in this
Agreement be held unreasonable or unenforceable for any reason, including,
without limitation, the time period, geographical area, and scope of activity
covered by such covenant, then such covenant shall be given effect and enforced
to whatever extent would be reasonable and enforceable.
Section 8.02. Assignment; Successors in Interest. This Agreement, being
personal to the Employee, may not be assigned by him. The terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the Company, and the heirs, executors and personal
representatives of the Employee.
Section 8.03. Governing Law. This Agreement and the performance of the
parties under this Agreement shall be construed in accordance with the laws of
Indiana, and any action or proceeding that may be brought, arising out of, in
connection with, or by reason of this Agreement shall be governed by the laws of
Indiana, to the exclusion of the law of any other forum, and regardless of the
jurisdiction in which the action or proceeding may be instituted.
Section 8.04. Waiver. Failure to insist upon strict compliance with any
of the terms, covenants or conditions of this Agreement shall not be deemed a
waiver of such term, covenant or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any one or more times be
deemed a waiver or relinquishment of such right or power at any other time or
times.
Section 8.05. Modification and Entire Agreement. No modification,
amendments, extension or alleged waiver of this Agreement or any provision
thereof will be binding upon the Employee or the Company unless in writing and
signed by the Employee and a duly authorized officer of the Company. This
Agreement constitutes the entire employment arrangement between the Employee and
the Company and supersedes and replaces any and all prior agreements and
understandings, written or oral, relative to such employment.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.
PRIORITY HEALTHCARE CORPORATION
By: /s/ XXXXXX X. XXXXX
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Title: President
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EMPLOYEE
/s/ XXX X. XXXXXX
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Signature
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Address
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City, State, Zip
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Social Security Number
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