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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Agreement ("Agreement") dated this 1st day of October, 1997 between
Vitalink Pharmacy Services, Inc. ("Employer" or "Vitalink"), a Delaware
corporation with its principal office at 0000 Xxxx Xxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxx 00000 ("Principal Office"), and Xxxxxxx 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 Senior Vice President, Human Resources.
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 the date of this Agreement and shall
terminate on January 23, 2000. 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:
a) Salary. A base salary of One Hundred Thirty Five Thousand
Dollars ($135,000.00) per annum payable in accordance with Employer's
standard payroll practices from time to time in effect. Such salary
shall be reviewed 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.
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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 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
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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 resident 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
Senior Vice President, Human Resources, with or without just cause, during the
term of this Agreement or to elect someone other than Employee as Senior Vice
President, Human Resources 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 compensation
referred to in paragraph 3 above, except ungranted stock options, provided that
he is ready, willing and able to perform the duties and responsibilities set
forth above. Notwithstanding the foregoing, the election or appointment of
Employee to a different executive position shall not be considered removal
hereunder. Employee upon removal shall be entitled to pursue other employment,
and Employer shall be entitled to receive as offset and thereby reduce its
payment, the amount received by Employee from any other active employment. As
a condition to Employee receiving his compensation from Employer, Employee
agrees to furnish Employer annually with full information regarding such other
employment and to permit inspection of his employment records and copies of his
income tax returns. Employer shall receive credit for unemployment insurance
benefits, social security insurance or like amounts actually received by
Employee.
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.
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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. Not withstanding 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 or
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.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first set forth above.
Employer:
Attest: VITALINK PHARMACY SERVICES, INC.
By:
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Xxxxxx X. Xxxxxx, III Xxxxx X. XxXxxxx
Secretary President and Chief Operating Officer
Witness: Employee:
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Xxxxxxx X. Xxxxxxxx
