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EXHIBIT 10.01
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
This is a Second Amendment dated as of September 30, 1998 to the June
1, 1994 employment agreement among Xxxxxxxxxx Xxxxxxxx (the "Employee"), X.X.
Xxxxxxx Corporation, a Delaware corporation (the "Company"), and Cardinal
Health, Inc., an Ohio corporation ("Parent"), as previously amended (the "First
Amendment") on May 17, 1998 (the employment agreement, with the First Amendment,
collectively referred to herein as the "Employment Agreement").
WHEREAS, the Company, in establishing the terms of the First Amendment,
sought to assure itself of the benefit of the Employee's services and experience
for a period of transition following the August 7, 1998 merger transaction
pursuant to which the Company was acquired by the Parent;
WHEREAS, the parties to this agreement, being satisfied that this
management transition has been successfully accomplished, now wish to effect a
mutually agreed upon termination of the employment relationship between the
Company and the Employee;
NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the parties hereto agree as follows;
1. Termination of Employment . The Employee's employment with the
Company will terminate by mutual agreement effective as of
September 30, 1998. For purposes of the Employment Agreement, this
termination will be treated as a termination of employment by the
Employee for "Good Reason" and by the Company without "Cause,"
despite the fact that this termination will occur before the 90th
day following the Effective Time (as those terms are defined in
the Employment Agreement).
2. Severance. As a termination by the Employee for Good Reason and by
the Company without Cause, the Employee will be eligible to
receive the Termination Benefits and other severance described in
Section 4(d) of the Employment Agreement (including those amounts
described in Section 2 of the First Amendment) plus an amount
equal to his normal base pay from September 30, 1998 through
November 7, 1998.
3. Effect of this Amendment. Except as specifically set forth in this
Second Amendment, the Employment Agreement (including without
limitation the Confidentiality and Non-Competition covenants
contained therein) shall continue in effect without amendment.
This Second Amendment may only be
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further amended by a written agreement signed by each party
hereto or his or its duly authorized representatives.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date first above written.
X.X. XXXXXXX CORPORATION
By:____________________________
Title:_________________________
/s/ Xxxxxxxxxx Xxxxxxxx
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Xxxxxxxxxx Xxxxxxxx
CARDINAL HEALTH, INC.
By:____________________________
Title:_________________________
