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EXHIBIT 10-T(i)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 1st
day of March, 1999, by and between Priority Healthcare Corporation, an Indiana
corporation (the "Company"), and Xxxxxx X. Xxxxxx (the "Employee").
RECITALS
1. The Company is engaged in the business of the provision of
health care services and in various related activities.
2. The Company desires to have the Employee serve as an
employee of the Company, and the Employee desires such employment, all on the
terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and conditions set forth herein, the Company and the Employee
agree as follows:
ARTICLE I
EMPLOYMENT
The Company hereby agrees to the Employee's employment with
the Company in accordance with the terms and conditions of this Agreement, and
the Employee hereby agrees to the terms and conditions of this Agreement. The
Employee shall serve as Executive Vice President of Priority Healthcare
Corporation and shall have duties, responsibilities and powers as shall be
determined from time to time by, and all of his duties, responsibilities and
powers shall at all times be subject to the order, direction and supervision of
any superior officers within the Company.
ARTICLE II
TERM OF AGREEMENT
The term of employment which this Agreement establishes shall
commence as of the date of this Agreement and end on February 28, 2000.
Notwithstanding the foregoing, the term of employment established by this
Agreement is subject to prior termination as hereinafter provided.
ARTICLE III
DEVOTION TO DUTIES
During the term of employment, the Employee shall devote his
full time, attention, skill and effort to the operations of the Company and
shall not, during such term, engage in any other business activity requiring any
substantial amount of his time (whether or not such business activity is pursued
for gain, profit or pecuniary advantage).
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ARTICLE IV
REGULAR COMPENSATION
The Company shall pay to the Employee and the Employee shall
accept from the Company, as compensation for his services and for his covenants
and other obligations hereunder, the gross bi-weekly salary of $6,538.46
Employee's salary will be reviewed annually, consistent with the Company's
compensation policies.
ARTICLE V
EXPENSES AND BENEFITS
The Company shall reimburse the Employee for all ordinary and
necessary business expenses incurred by him while carrying out his employment
responsibilities under this Agreement. The Employee shall receive a monthly auto
allowance of $400, shall be reimbursed by the Company for such auto's gasoline
and oil charges and the Company will pay up to $900 annually for auto insurance
on such auto. The Employee shall be entitled to participate in such other fringe
benefit programs as the Company from time to time shall establish for all of its
other full time employees of similar status, if he is otherwise eligible to
participate in such programs. The Company retains the right to establish limits
on the types or amounts of business expenses that the Employee may incur and to
abolish or alter the terms of any fringe benefit program that it may establish.
The Employee shall be paid a bonus up to 60% of the gross
salary paid to Employee during the year. Such bonus shall be based on individual
and Company performance and shall be paid to the Employee no later than March 31
of the year following the year in which the bonus is earned.
During the term of this Agreement, the Employee shall be
eligible to participate in any stock option plans generally available to the
Company's key employees.
ARTICLE VI
TERMINATION
Section 6.01. Reasons for Termination. The Employment of the
Employee shall be terminated upon the occurrence of any of the following events:
(a) Death of the Employee.
(b) At the Company's option, upon the Employee's violation of
Company policy or failure to perform any of his duties or obligations under this
Agreement in a satisfactory manner, or upon any dishonesty of any kind or
willful misconduct of the Employee, including, but not limited to, theft of or
other unauthorized personal use of Company funds or other remuneration from
Company suppliers or potential suppliers. Employee may be terminated under this
paragraph 6.01(b) only following prior notice to the Employee of the reason for
termination and an opportunity to dispute such reason.
(c) At the Company's option, if the Employee shall suffer a
permanent disability. For purposes of this Agreement, "permanent disability"
shall be defined as the Employee's inability through physical or mental illness
or other cause to perform, in the opinion of an independent physician chosen by
the parties to this Agreement, duties assigned to him hereunder for the
continuous period of three months during the term of this Agreement.
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(d) At the Company's option, without cause.
(e) At the Employee's option, without cause.
Section 6.02. Compensation Upon Termination.
(a) Should the employment of the Employee be terminated under
subsections (a), (c) or (d) (except as modified by Section 6.02(c) below) of
Section 6.01 of this Agreement, the Company shall pay to the Employee (or the
Employee's personal representative), within 10 business days after the date of
termination, a sum equal to the aggregate amount of regular compensation that
was paid to the Employee under this Agreement for the one-month period preceding
such date of termination.
(b) Should the employment of the Employee be terminated under
subsections (b) or (e) of Section 6.01 of this Agreement, the Employee shall be
paid his regular compensation up to the date of termination.
(c) Should the employment of the Employee be terminated under
subsection (d) of Section 6.01 of this Agreement, the Company shall pay to the
Employee a sum payable in bi-weekly installments equal to the aggregate amount
of regular compensation that the Employee would be entitled to receive under
this Agreement for a six-month period.
(d) Payments to the Employee under this Section 6.02 shall be
considered severance pay in consideration of the Employee's past service and in
consideration of his continued service from the date hereof. The Company may, at
its discretion, withhold from such payments any federal, state, city, county or
other taxes. In the event of the termination of the employment of the Employee
for any reason described in Section 6.01, the severance pay provided for by this
Section 6.02 shall constitute the entire obligation of the Company to the
Employee and full settlement of any claim under law or in equity that the
Employee might otherwise assert against the Company or any of its employees,
officers or directors on account of such termination.
Section 6.03. Reimbursement for Certain Litigation Expenses.
In the event of litigation to determine whether the Employee's employment was
properly terminated under subsection (b) of Section 6.01, the prevailing party
shall be entitled to recover all reasonable costs and expenses, including
reasonable attorneys' fees, incurred in connection with such litigation.
ARTICLE VII
CONFIDENTIAL INFORMATION
In connection with his employment by the Company, the Employee
has and will become acquainted with the affairs of the Company, its officers and
employees, its sources of supply, its customers, and other trade information
which the Company has acquired or will acquire at great cost and expenses.
Therefore, as an essential ingredient and consideration of this Agreement, the
Employee has entered into the Noncompete Agreement attached hereto as Exhibit A.
ARTICLE VIII
GENERAL
Section 8.01. Severability. Should any clause, portion or
section of this Agreement be unenforceable or invalid for any reason, such
unenforceability or invalidity shall not affect the enforceability of validity
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of the remainder of this Agreement. Should any particular covenant in
this Agreement be held unreasonable or unenforceable for any reason, including,
without limitation, the time period, geographical area, and scope of activity
covered by such covenant, then such covenant shall be given effect and enforced
to whatever extent would be reasonable and enforceable.
Section 8.02. Assignment; Successors in Interest. This
Agreement, being personal to the Employee, may not be assigned by him. The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the Company, and the heirs, executors and
personal representatives of the Employee.
Section 8.03. Governing Law. This Agreement and the
performance of the parties under this Agreement shall be construed in accordance
with the laws of Indiana, and any action or proceeding that may be brought,
arising out of, in connection with, or by reason of this Agreement shall be
governed by the laws of Indiana, to the exclusion of the law of any other forum,
and regardless of the jurisdiction in which the action or proceeding may be
instituted.
Section 8.04. Waiver. Failure to insist upon strict compliance
with any of the terms, covenants or conditions of this Agreement shall not be
deemed a waiver of such term, covenant or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any one or more times be
deemed a waiver or relinquishment of such right or power at any other time or
times.
Section 8.05. Modification and Entire Agreement. No
modification, amendments, extension or alleged waiver of this Agreement or any
provision thereof will be binding upon the Employee or the Company unless in
writing and signed by the Employee and a duly authorized officer of the Company.
This Agreement constitutes the entire employment arrangement between the
Employee and the Company and supersedes and replaces any and all prior
agreements and understandings, written or oral, relative to such employment.
IN WITNESS WHEREOF, this Agreement has been executed as of the
date first above written.
PRIORITY HEALTHCARE CORPORATION
By: /s/ XXXXXX X. XXXXX
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Title: President
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EMPLOYEE
/s/ XXXXXX X. XXXXXX
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Signature
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Address
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City, State, Zip
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Social Security Number
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