EXHIBIT 10-H(i)
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 1st day of June,
1997, by and between Priority Healthcare Corporation, an Indiana corporation
(the "Company"), and Xxx X. Xxxxxx (the "Employee").
Recitals
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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
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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
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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
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The term of employment which this Agreement establishes shall commence
as of the date of this Agreement and end on February 28, 1999. Notwithstanding
the foregoing, the term of employment established by this Agreement is subject
to prior termination as hereinafter provided.
ARTICLE III
Devotion to Duties
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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).
ARTICLE IV
Regular Compensation
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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 $5,100. Employee's
salary will be reviewed annually, consistent with the Company's compensation
policies.
ARTICLE V
Expenses and Benefits
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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
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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.
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(b) At the Company's option, upon the Employee's material violation
of Company policy or failure to materially 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.
(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.
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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
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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
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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 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
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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 and CEO
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EMPLOYEE
/s/ Xxx X. Xxxxxx
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Signature
000 Xxxxxxxxxxx Xxxxxx
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Address
Xxxxxxxx, XX 00000
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City, State, Zip
###-##-####
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Social Security Number
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