Exhibit 10
AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the 30th day of December,
1997, by and among Milan A. Sawdei (the "Executive"), BERGEN XXXXXXXX
CORPORATION (the "Company") and CARDINAL HEALTH, INC. ("Cardinal").
RECITALS
A. The Executive is an officer of the Company. As such, the Executive
previously entered into an employment agreement (the "Employment Agreement") and
a severance agreement (the "Severance Agreement") with the Company.
B. The Executive has received one or more loans under the Company's
Executive Loan Program (the "Loans").
C. At the time that the Company and Cardinal entered into their pending
Agreement and Plan of Merger, dated as of August 23, 1997 (the "Merger
Agreement"), the parties hereto entered into a supplemental agreement, dated as
of August 23, 1997 (the "Supplemental Agreement"), which, among other things,
amended the Employment Agreement and terminated the Severance Agreement, subject
to reinstatement of the Employment Agreement and Severance Agreement and
termination of substantially all of the provisions of the Supplemental Agreement
in the event of the termination of the Merger Agreement.
D. The Supplemental Agreement provides for the automatic forgiveness of
all Loans as of December 31, 1997, regardless of whether the Merger Agreement is
terminated.
E. The Executive is one of several executives who executed agreements
substantially similar to the Supplemental Agreement as of August 23, 1997. The
Company and Cardinal are currently negotiating agreements (the "Tier II
Supplemental Agreements") with four other officers of the Company (the "Tier II
Executives"). The Company and Cardinal are currently considering inserting
provisions in the Tier II Supplemental Agreements which constitute enhancements
for the Tier II Executives as compared with the provisions in the Supplemental
Agreement (the" Enhancements").
F. The Company desires to eliminate Section 8 of the Supplemental
Agreement, which Section provides for the automatic forgiveness of the Loans on
December 31, 1997. The Executive is willing to waive the Executive's rights
under Section 8 of the Supplemental Agreement and permit the elimination of such
Section 8, provided that the Company and Cardinal provide the assurances set
forth in Section 2 hereof.
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NOW THEREFORE, in consideration of the mutual covenants set forth
herein and in Order to induce the Company to provide to the Executive the
enhancements to be offered to the Tier II Executives, the parties hereto hereby
agree as follows:
1. The Executive hereby waives all of the Executive's rights under
Section 8 of the Supplemental Agreement, which provision is hereby deemed
eliminated from the Supplemental Agreement. As a result, the Loans will not be
forgiven as of December 31, 1997. Such waiver shall apply regardless of whether
the Executive agrees to execute the amendment described in Section 2 hereof. In
the event that the Executive does not agree to execute the amendment described
in Section 2 hereof, the Company and Cardinal will offer to the Executive the
opportunity to execute an alternative amendment to the Executive's Supplemental
Agreement which will provide the assurance described in clause (ii) of Section 2
hereof.
2. The Company and Cardinal will offer to the Executive the opportunity
to enter into an amendment to the Executive's Supplemental Agreement, which
amendment will, among other things, (i) provide to the Executive substantially
the same Enhancements (subject to substantially the same conditions) as shall be
made generally available to the Tier II Executives in the Tier II Supplemental
Agreements and (ii) assure the Executive that the Loans will be forgiven (a) on
the third anniversary of the date on which the Merger Agreement is terminated,
if the Executive remains employed by the Company through that date, or on the
third anniversary of the date on which the merger described in the Merger
Agreement is consummated, if the Executive remains employed by the Company
through that date, or (b) if the Executive's employment or Employment Agreement
is terminated prior to either of such third year anniversary dates (and then on
such date of termination), (1) as a result of the Executive's death, (2) as a
result of the Executive's disability (in accordance with Section 6(b) of the
Employment Agreement as amended by the Supplemental Agreement),(3) by the
Company without "Cause" (as defined in Section 6(d) of the Employment Agreement
as amended by the Supplemental Agreement) or (4) by the Executive for "Good
Reason" (as defined in Section 6(e) of the Employment Agreement as amended by
the Supplemental Agreement).
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
"The Company"
BERGEN XXXXXXXX CORPORATION,
a New Jersey corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Its: Executive Vice President
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"The Executive"
/s/ Milan A. Sawdei
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"Cardinal"
CARDINAL HEALTH, INC., an Ohio corporation
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Its: Executive Vice President
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SCHEDULE 10
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The Company has entered into waiver agreements, a form of which is set
forth as Exhibit 10, with eight senior management employees - Xxxxx X. Xxxxxxx,
Xxxxxxx X. Xxxxxxxxx, Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx,
Xxxxxx X. Xxxxx, Xxxxx X. Sawdei and Xxxxx X. Xxxxxxxx. The waiver agreement
contains a waiver of the provision in each such employee's Supplemental
Agreement (Exhibit 10(n) of the Company's Annual Report on Form 10-K for the
year ended September 30, 1997) which, in the absence of such waiver, would have
resulted in the automatic forgiveness of certain loans as of December 31, 1997.
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