EXHIBIT 10.14
EMPLOYMENT AGREEMENT
This Agreement ("Agreement") dated this 23rd day of January, 1997 between
Vitalink Pharmacy Services, Inc. ("Employer" or "Vitalink"), a Delaware
corporation, with its principal office at 0000 X. Xxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxx 00000 ("Principal Office"), and Xxxxx X. Xxxxxxxx
("Employee"), sets forth the terms and conditions governing the employment
relationship between Employee and Vitalink.
1. Employment. During the term of this Agreement, as hereinafter defined,
Employer hereby employs Employee as Chief Financial Officer and Treasurer.
Employee hereby accepts such employment upon the terms and conditions
hereinafter set forth and agrees to faithfully and to the best of his/her
ability perform such duties as may be from time to time assigned by Employer,
its Board of Directors or its designees, such duties at all times to be rendered
at the Principal Office of Employer and to be consistent with the duties
customarily associated with Employee's position and title.
2. Term. Subject to the provisions for termination hereinafter provided,
the term of this Agreement shall begin on January 23, 1997 and shall terminate
three (3) years thereafter. Upon expiration of said period, the parties may
extend the term if they mutually agree to do so.
3. Compensation. For all services rendered by Employee under this
Agreement during the term thereof, Employer shall pay Employee the following
compensation which shall be increased by the action of Employer's Board of
Directors subsequent to the consummation of that certain merger of and with
GranCare, Inc.:
a) Salary. A base salary of One Hundred Thirty-Five Thousand Two
Hundred Ninety-Nine Dollars and Eighty-Four Cents ($135,299.84) per annum
payable in accordance with Employer's standard payroll practices from time
to time in effect. Such salary shall be reviewed at least annually and may
be increased in accordance with Employer's standard practices.
b) Incentive Bonus. Employee shall have the opportunity to earn a
percentage of the base salary set forth in subparagraph 3(a) above in
Employer's bonus plans as adopted from time to time by Employer's Board of
Directors.
c) Automobile. Employer shall provide Employee with the use of a
suitable
automobile during the term of this Agreement, and shall provide
gas, oil, maintenance, insurance and other operating expenses for such
automobile, or may provide a car allowance in lieu of the foregoing, in
accordance with Employer's standard practices.
d) Stock Options. Employee shall be eligible to receive options
under the Vitalink Pharmacy Services, Inc. 1996 Long Term Incentive Plan,
or similar plan, to purchase common shares of Vitalink or receive stock
appreciation rights in accordance with the policy of the Vitalink Board of
Directors as in effect from time to time.
e) Other Benefits. Employee shall, when eligible, be entitled to
participate in all other fringe benefits accorded headquarters employees by
Employer as are in effect from time to time.
4. Extent of Services. Employee shall devote his/her full time,
attention, and energies to the business of Employer, and shall not during the
term of this Agreement be engaged in any other business activity whether or not
such business activity is pursued for gain, profit, or other pecuniary
advantage; but this shall not be construed as preventing Employee from investing
his/her assets in the securities of public companies, or the securities of
private companies or limited partnerships, if such holdings are passive
investments of One Percent (1%) of less of outstanding securities and Employee
does not hold positions of director, officer, employee or general partner of
such company or partnership. Employee warrants and represents that he/she has
no contracts or obligations to others which would materially inhibit the
performance of his/her services under this Agreement.
5. Disclosure of Use of Information. Employee recognizes and
acknowledges that Employer's and its affiliates' present and prospective
clients, contracts, development plans, operating data, policies and personnel,
as they may exist from time to time, are valuable, special and unique assets of
Employer's business. Throughout the term of this Agreement and for a period of
two (2) years after its termination or expiration for whatever cause or reason,
Employee shall not directly or indirectly, or cause others to : (1) make use of
or disclose to others any information relating to the business of Employer that
has not otherwise been made public, including but not limited to Employer's and
its affiliates' present or prospective clients, contracts, development plans,
operating data and policies; or (2) without Employer's prior written consent,
offer employment to or employ on behalf of Employee or any other person, any
person who at any time is or has been within the preceding one (1) year an
employee of Employer or any affiliate of Employer, or induce such person
directly to leave his or her employment. In the event of an actual or threatened
breach by Employee of the provisions of this
paragraph, Employer shall be entitled to injunctive relief restraining Employee
from committing such breach or threatened breach. Nothing herein stated shall be
construed as preventing Employer from pursuing any other remedies available to
Employer for such breach or threatened breach, including the recovery of damages
from Employee.
6. Notices. Any notice, request or demand required or permitted to be
given under this Agreement shall be in writing, and shall be delivered
personally to the recipient or sent by certified, registered or overnight mail
to his/her residence in the case of Employee, or to the Principal Office in the
case of the Employer.
7. Elective Position. Nothing contained in this Agreement is intended to
nor shall be construed to abrogate, limit or affect the powers, rights and
privileges of the Board of Directors or stockholders to remove Employee as Chief
Financial Officer and/or Treasurer, with or without just cause, during the term
of this Agreement or to elect someone other than Employee as Chief Financial
Officer and/or Treasurer as provided by law and the By-Laws of Employer;
provided, however, that if Employee is so removed without cause, it is expressly
understood and agreed, in the event any one or combination of the foregoing
occurs, Employee's rights under this Agreement shall in no way be prejudiced,
and Employee shall be entitled to immediately receive the total compensation
referred to in paragraph 3 above, except ungranted stock options, provided that
he/she is ready, willing and able to perform the duties and responsibilities set
forth above.
8. Waiver of Breach. The waiver of either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
9. Assignment. The rights and obligations of Employer under this
Agreement shall insure to the benefit of and shall be binding upon the
successors and assigns of Employer. The obligations of Employee hereunder may
not be assigned or delegated.
10. Termination of Agreement. This Agreement shall terminate upon the
following events and conditions:
(a) Upon expiration of its term.
(b) For just cause, including but not limited to refusal to carry out
duties and instructions relative to this position, dishonesty, violation of
this Agreement, and any willful acts or omissions inimical to or contrary
to policies of Employer not arbitrarily applied in the case of Employee.
Just cause shall also include solicitation by Employee of offers of
employment from others prior to the last year of this Agreement, and
solicitation by Employee of the services of, or positive response by
Employee to solicitation by, professional search or executive recruitment
organizations prior to the last year of this Agreement. Employee shall be
entitled to fourteen (14) days advance written notice of termination,
except where the basis for termination constitutes conduct on the part of
Employee involving dishonesty or bad faith, in which case the termination
shall be effective upon the sending of notice.
(c) In the event that Employee is unable to perform the services
called for hereunder by reason of incapacity or disablement for more than
six (6) months (whether or not consecutive) in any period of twenty-four
(24) consecutive months, Employer shall have the right to terminate this
Agreement by written notice to Employee. Notwithstanding such termination,
Employee shall be entitled to any disability benefits accorded headquarters
employees pursuant to paragraph 3(e) above. In the event of such
termination, all non-vested obligations of Employer to Employee pursuant to
this Agreement shall terminate.
(d) In the event of Employee's death during the term of this
Agreement, the Agreement shall terminate as of the date thereof.
11. Entire Agreement. This instrument contains the entire agreement of
the parties. It may be changed only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification, extension,
or discharge is sought. This Agreement shall be governed by the laws of the
State of Illinois, and any litigation shall be conducted in the State of
Illinois.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first set forth above.
Employer:
Attest: VITALINK PHARMACY SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Secretary Xxxxxx X. Xxxxxxx
Chairman and
Chief Executive Office
Witness: Employee:
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
