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Exhibit 10.14
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT(the "Agreement"), dated as of _____________,
is by and between ___________ ("Officer") and PharMerica, Inc., a Delaware
corporation (the "Company").
RECITALS
I. Officer and the Company entered into an Employment Agreement dated
as of ____________ (the "Employment Agreement"). Defined terms used herein but
not defined herein shall have the meanings set forth in the Employment
Agreement.
II. Officer and the Company desire to document their agreement
regarding Officer's separation from employment with the Company and Officer's
resignation from any director or officer positions with the Company or its
affiliates, effective ___________ (the "Effective Date").
III. Officer and the Company entered into Nonqualified Stock Option
Agreements dated as of ____________, ____________ and ______________ (the
"Option Agreements"), pursuant to which Officer received options to purchase an
aggregate of _________ shares of the Company's common stock, which options shall
be deemed to be fully vested pursuant to the Employment Agreement and this
Agreement and shall not lapse or terminate as a result of this Agreement or the
transactions contemplated hereby.
IV. The parties acknowledge the costs, hazards, and risks of leaving
any uncertainty as to their relationships and desire to provide for an orderly
termination of the employment relationship between the Company and Officer and
to settle in the manner set forth in this Agreement any claims or controversies
which might arise between Officer and the Company with respect to Officer's
employment with the Company, Officer's separation from employment with the
Company, and any claims pursuant to the Employment Agreement or the Option
Agreements.
IT IS THEREFORE AGREED:
1. Consideration. The parties acknowledge the receipt and adequacy of
the consideration as expressed by the recitations and mutual covenants in this
Agreement, and other good and valuable consideration.
2. Resignation. Officer hereby resigns from all positions that he holds
as an officer or employee with the Company or its affiliates effective as of 10
a.m. on the
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Effective Date, and the Period of Employment shall cease as of such date and
time. Officer understands and agrees that the Company may change his title and
duties from the date hereof until the Effective Date.
3. Agreements with Respect to Certain Obligations. Officer and the
Company agree as follows:
(a) The Company hereby agrees (i) that all options issued to
Officer under the Option Agreements shall be fully vested as of November 30,
1998 and shall remain exercisable for twelve (12) months after the Effective
Date; (ii) to grant Officer access to outplacement assistance services of the
type Company normally provides until December 31, 1998; and (iii) to pay Officer
for all his vacation time and other paid time off accrued as of the Effective
Date, payable in a lump sum on the same date that Officer receives his first
Severance Payment, as defined below.
(b) The Company will indemnify and hold harmless Officer in
respect of acts or omissions as an officer occurring up to and including the
Effective Date to the fullest extent provided under the Delaware General
Corporation Law, the Company's certificate of incorporation and bylaws in effect
on the Effective Date.
(c) Officer hereby elects to exercise his right under Section
2.1(a) of the Employment Agreement to receive from the Company non-competition
severance pay, in payments made twice per month (the "Severance Payments"), in
an amount equal to __% of Officer's base salary in effect on the day before the
Effective Date, less appropriate deductions, plus health insurance benefits.
Such twice-monthly payments shall continue from December 1, 1998 through
November 30, 2001 (the "Noncompetition Period"). During the Noncompetition
Period Officer shall be bound by the provisions of Section 6.3 of the Employment
Agreement.
(d) Officer agrees to assist the Company periodically from the
Effective Date until _____________ on a full-time, as-needed basis in various
administrative functions and in supervising and participating in a smooth and
effective transition of officers and personnel of the Company. Company agrees to
continue to pay Officer his current monthly base salary as compensation for
duties Officer performs pursuant to this Section 3(c), in accordance with the
Company's normal payroll procedures, from the Effective Date until
_____________. After ____________, Officer will be available to assist the
Company on a consulting basis upon terms mutually agreeable to Officer and the
Company.
4. Releases. Officer and the Company agree as follows:
(a) Officer hereby releases, discharges and acquits the
Company from any causes of action, claims, demands, debts, liability, expense or
costs of court of any and every character and nature whatsoever, whether or not
previously asserted, whether
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known or unknown, either in or arising out of law of contracts, torts, property
rights, statutes or ordinances as to all wrongful discharge claims, all tort,
intentional tort, negligence, employee benefit claims and contract claims, any
claim for attorneys' fees, costs, or expenses or any claim arising from any
federal, state or local civil rights and/or employment law (including but not
limited to, Title VII of the Civil Rights Act of 1964, the Texas Commission on
Human Rights Act, The Age Discrimination in Employment Act, and the Americans
With Disabilities Act) and/or wages bonuses, commissions, at law or in equity,
arising out of any matter at any time up to and including the date of execution
of this Agreement; and any other matter whatsoever, it being the parties'
intention that the scope and breadth of this release be as broad and extensive
as lawfully possible in order to lay to rest forever any potential controversies
concerning any matters existing or occurring prior to the execution of this
Agreement.
(b) The Company hereby releases, discharges and acquits
Officer from any causes of action, claims, demands, debts, liability, expense or
costs of court of any and every character and nature whatsoever, whether or not
previously asserted, whether known or unknown, either in or arising out of the
law of contracts, torts, property rights, statutes or ordinances, all tort,
intentional tort, negligence, reimbursement claims, employee benefit claims and
contract claims, any claim for attorneys' fees, costs, or expenses, at law or in
equity, arising out of any matter at any time up to and including the date of
execution of this Agreement; and any other matter whatsoever, it being the
parties' intention that the scope and breadth of this release be as broad and
extensive as lawfully possible in order to lay to rest forever any potential
controversies concerning any matters existing or occurring prior to the
execution of this Agreement.
5. Comments. Each party agrees not to disparage or make comments of a
negative or unfavorable nature with respect to the other.
6. Notices. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to the party to whom
notice is to be given properly addressed, certified mail, return receipt
requested, postage prepaid as follows: if to the Company, to PharMerica, Inc.,
0000 Xxxxx Xxxx Xxxxx, Xxxxx, XX 00000, Attention: C. Xxxxxx Xxxxxxxxx; and if
to Officer, at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000.
7. Severability. In the event that any provision of this Agreement
shall be held invalid or illegal for any reason, any illegality or invalidity
shall not affect the remaining parts of this Agreement, but this Agreement shall
be construed and enforced as if the illegal or invalid provision had never been
inserted.
8. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware.
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9. Entire Agreement. Except as set forth herein, this Agreement
constitutes the entire Agreement among the parties with respect to the
transactions contemplated in this Agreement and there are no understandings or
agreements relating to this Agreement that are not fully expressed in this
Agreement.
10. Waivers and Amendments. This Agreement may be amended, superseded,
canceled, renewed, or modified, and the terms hereof may be waived, only by a
written instrument signed by the parties, or in the case of a waiver, by the
party waiving compliance. No delay on the part of any party in exercising the
right, power or privilege hereunder shall authorize a waiver thereof.
11. Binding Effect; No Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties and the respective successors and
permitted assigns and legal representatives. Neither this Agreement nor any
other rights, interest, or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties.
12. Arbitration. The parties agree to negotiate in good faith with
respect to any dispute with respect to this Agreement or the transactions
contemplated hereby. if the parties are not successful in resolving the dispute
through such negotiations, then the parties agree that the dispute shall be
settled by arbitration in accordance with the provisions of the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction.
13. Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the
same instrument.
14. Headings. The headings in this Agreement are for reference only,
and shall not effect the interpretation of this Agreement.
15. Authorization. The Company represents and warrants that the person
executing this Agreement on behalf of the Company is duly authorized to act for
and on behalf of the Company to execute and deliver this Agreement and that this
Agreement is a valid, binding and enforceable agreement of the Company.
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In witness whereof, the parties have signed this Agreement as of
____________, 1998.
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Officer
PHARMERICA, INC.
By:
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Name:
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Its:
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