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Exhibit 8
EXPLANATORY NOTE
Attached are forms of Revco's employment agreements covering all of its
executive officers. The definitive agreements are substantially identical in
form with the following exceptions:
1) Name of employee;
2) Reporting relationship and position description;
3) Base compensation; and
4) Severance compensation (which is two years for members of the
management executive committee and one year for all other
current officers).
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(Executive Committee Version)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of the _____ day of
___________, 1992, by and between REVCO D.S., INC., a Delaware corporation (the
"Company"), and _____________________ ("Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to employ Employee and Employee desires
to enter into the employ of the Company upon the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, the Company and Employee agree as follows:
1. EMPLOYMENT; CONTRACT PERIOD.
(a) During the period specified in subparagraph 1(b), the
Company shall employ Employee, and Employee shall serve the Company,
as [insert title] , based on the terms and subject to the
conditions set forth herein.
(b) The term of Employee's employment hereunder shall
commence on ___________, 1992 (the "Effective Date") and shall
continue until terminated as provided herein (such period is hereafter
referred to as the "Term").
2. POSITION; DUTIES; RESPONSIBILITIES.
At all times during the Term, Employee shall:
(a) Hold the position and have the duties and
responsibilities of _______________________, as those duties and
responsibilities may be defined and delimited, from time to time, by
the President and Chief
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Executive Officer (the "President"). Employee's responsibilities will
include the following: [insert brief job description] .
(b) Adhere to the policies and directives promulgated,
from time to time, by the Board of Directors of the Company (the
"Board").
(c) Observe all Company policies applicable to executive
officers of the Company.
(d) Devote his entire business time, energy, and talent to
the business, and to the furtherance of the purposes and objectives,
of the Company, and neither directly nor indirectly act as an employee
of or render any business, commercial, or professional services to any
other person, firm or organization for compensation, without the prior
written approval of the President.
Nothing in this Agreement shall preclude Employee from devoting
reasonable periods of time to charitable and community activities or the
management of his investment assets, provided such activities do not interfere
with the performance by Employee of his duties hereunder and, provided further
that Employee shall not invest in any business (other than the Company) engaged
to a material extent in the retail drug business. Any investment in the
Company shall be made in accordance with the Company's Xxxxxxx Xxxxxxx Policy.
3. SALARY AND BONUS; OTHER BENEFITS. For services actually
rendered by Employee on behalf of the Company during the Term:
(a) The Company shall pay to Employee, in equal
installments, according to the Company's current practice, a base
salary at the initial rate of $____________. This salary shall be
subject to annual review by the President and the Human Resources
Committee of the Board and may be increased to the extent, if any, the
President and the Human Resources Committee of the Board may
determine.
(b) Employee shall be eligible for participation in the
Company's Executive Incentive Compensation Program in accordance with
the provisions of that program.
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(c) Employee shall not be entitled to receive any base
salary during any period in which he receives disability benefits
under the Company's Long-Term Disability Income Protection Plan.
(d) Employee shall be eligible for participation in such
other benefit plans, including but not limited to the Company's
Retirement Income Plan and Trust, Pre-Retirement and Supplemental
Retirement Plans, Short-Term and Long-Term Disability Income
Protection Plans, the Profit Sharing and Savings Plan (unless
participation therein would adversely affect the tax deferred status
of account balances in such plan) and the 1992 Long-Term Incentive
Plan, as the Company's Board of Directors may adopt from time to time
for all executive officers. Such participation shall be subject to
the terms and conditions set forth in the applicable plan documents,
except that preconditions shall be waived for the Pre-Retirement Plan.
Employee shall further be entitled to take, during each one-year
period commencing with the anniversary date of his employment with the
Company, vacation time equal to the greater of (i) four weeks, or (ii)
the amount of vacation time to which Employee is entitled under the
Company's vacation policy.
(e) Employee shall be entitled to have a Company car and a
Company-paid annual physical examination for such time as those
benefits are provided to all senior officers.
4. MEDICAL AND LIFE INSURANCE BENEFITS. Employee shall be
entitled to participate in the Company's Group Term Life Insurance Plan and
Comprehensive Medical/Dental Plan for as long as each of these plans is
maintained by the Company for its executive officers generally. The Group Term
Life Insurance Plan will provide group term life insurance for Employee in an
amount equal to 1.5 times the Employee's base compensation.
5. TERMINATION.
(a) Employee's employment hereunder will terminate without
further notice upon the death of Employee.
(b) The Company may terminate Employee's employment
hereunder effective immediately upon giving notice of such termination
if Employee commits an act of gross misconduct. For these purposes,
"gross misconduct" shall include, but is not limited to, any of the
following:
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(i) Commission of an act of fraud, embezzlement,
theft, or other criminal act constituting a felony, or
(ii) breach or default by Employee of any of his
agreements or obligations under any provision of this
Agreement, including, without limitation, his agreements and
obligations under Subparagraphs 2(a) through 2(d) of this
Agreement, which is not cured in all substantial respects
within ten (10) days after the Company gives notice thereof to
Employee.
(c) Upon disability, if Employee is prevented from
performing his duties hereunder by reason of physical or mental
incapacity for a period of one hundred eighty (180) days.
(d) The Company may terminate Employee's employment
hereunder without cause at any time upon thirty (30) days written
notice.
(e) Employee may terminate his employment hereunder
effective immediately upon giving notice of such termination for "good
reason", as defined in subsection 5(g) below.
(f) Employee may terminate his employment hereunder
without cause or good reason at any time upon thirty (30) days written
notice.
(g) For purposes of this Agreement, "good reason" means
the occurrence of a material reduction in the aggregate direct
remuneration or any reduction in the position of Employee, any
material reduction in responsibilities or duties provided for in
accordance with Employee's employment arrangement with the Company,
any material adverse change or reduction in the aggregate employee
benefits, perquisites or fringe benefits contemplated under such
arrangement (provided that any material reduction in such aggregate
employee benefits, perquisites or fringe benefits that is required by
law or applies generally to all employees of the Company shall not
constitute "good reason" as defined hereunder), a change in Employee's
reporting relationship, or any relocation of the Employee's principal
place of work with the Company to a place more than fifty (50) miles
from the geographical center of Cleveland, Ohio. As used in this
Section 5(g), a "material reduction" in the aggregate direct
remuneration or in the aggregate employee benefits, perquisites or
fringe
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benefits shall be deemed to result from any reduction or any
series of reductions which, in the aggregate, exceeds five
percent (5%) of such aggregate direct remuneration or such aggregate
employee benefits, perquisites or fringe benefits, as the case may be.
Employee shall give written notice to the Company on or before the
date of termination of employment for good reason specifying in detail
the reasons for such termination. If the Company does not object to
such notice by notifying Employee in writing within thirty (30) days,
it shall be deemed accepted.
6. SEVERANCE COMPENSATION.
(a) If, at any time during the Term, Employee's employment
is terminated by the Company other than for gross misconduct or by
Employee for good reason, then, through the expiration of two years
after the effective date of termination, the Company:
(i) shall continue to pay Employee's base salary in
the amounts and at the times provided in Subparagraph 3(a)
hereof; and
(ii) shall continue in effect the medical/dental
coverage, long and short-term disability protection, and any
life insurance protection, including the Pre-Retirement Death
benefits, being provided to Employee immediately prior to his
termination.
(b) If Employee's employment hereunder is terminated other
than as specified in subparagraph 6(a), then, except as otherwise
specifically provided in this Agreement or in a Company plan, no
further compensation or benefits will be provided to Employee by the
Company under this Agreement following the date of such termination.
(c) The Company shall reimburse Employee's reasonable
attorneys fees incurred by Employee to enforce the provisions of this
Employment Agreement.
7. CONFIDENTIAL INFORMATION. Employee agrees that he will not,
during the Term or at any time thereafter, either directly or indirectly,
disclose or make known to any other person, firm, or corporation any
confidential information, trade secret or proprietary information of the
Company that Employee may acquire in the performance of Employee's duties
hereunder. Upon the termination of Employee's employment with the Company,
Employee agrees to deliver forthwith
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to the Company any and all literature, documents, correspondence, and other
materials and records furnished to or acquired by Employee during the course of
such employment.
8. NON-COMPETITION. During any period in which Employee is
receiving a base salary under this Agreement, whether during the Term or
following termination pursuant to subsection 6(a), Employee shall not act as a
proprietor, investor, director, officer, employee, substantial stockholder,
consultant, or partner in any business engaged to a material extent in the
retail drug business in direct competition with the Company in any market.
Following any termination under subsection 6(a), Employee may obtain a release
from the non-competition covenant contained in this Paragraph 8 by delivering
to the Company a written waiver of Employee's right to receive any further
compensation or benefits pursuant to subsection 6(a). If Employee violates the
non-competition covenant contained in this Paragraph 8, the Company shall be
relieved of any obligation to make payments or to provide benefits to Employee
pursuant to subsection 6(a) and Employee shall return to the Company an amount
equal to the value of any such payments or benefits provided to Employee while
he was in the violation of this non-competition covenant.
9. NOTICES. For purposes of this Agreement, all communications
provided for herein shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered or certified mail,
return receipt requested, postage prepaid, addressed to the Company, Attention:
D. Xxxxxx Xxxxx, President and Chief Executive Officer, and Xxxx X. Staph,
Senior Vice President, Secretary and General Counsel, at its principal
executive office and to Employee at his principal residence, or to such other
address as either party may have furnished to the other in writing and in
accordance herewith; except that notices of change of address shall be
effective only upon receipt.
10. ASSIGNMENT; BINDING EFFECT. This Agreement shall be binding
upon and inure to the benefit of Employee, the Company, and the Company's
successors and assigns. No right, benefit or interest of Employee hereunder
shall be subject to assignment, anticipation, alienation, sale, encumbrance,
charge, pledge, hypothecation, or to execution, attachment, levy, or similar
process; except that Employee may assign any right, benefit, or interest
hereunder if such assignment is permitted under the terms of any plan or policy
of insurance or annuity contract governing such right, benefit, or interest.
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11. INVALID PROVISIONS. Any provisions of this Agreement that is
prohibited or unenforceable shall be ineffective to the extent, but only to the
extent, of such prohibition or unenforceability without invalidating the
remaining portions hereof and such remaining portions of this Agreement shall
continue to be in full force and effect. In the event that any provision of
this Agreement shall be determined to be invalid or unenforceable, the parties
will negotiate in good faith to replace such provision with another provision
that will be valid or enforceable and that is as close as practicable to the
provisions held invalid or unenforceable.
12. ENTIRE AGREEMENT, MODIFICATION. This Agreement contains the
entire agreement between the parties with respect to the employment of Employee
by the Company and supersedes all prior and contemporaneous agreements,
representations, and understandings of the parties. No modification,
amendment, or waiver of any of the provisions of this Agreement shall be
effective unless in writing, specifically referring hereto, and signed by both
parties.
13. WAIVER OF BREACH. The failure at any time to enforce any of
the provisions of this Agreement or to require performance by the other party
of any of the provisions of this Agreement shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement or
any part of this Agreement or the right of either party thereafter to enforce
each and every provision of this Agreement in accordance with the terms of this
Agreement.
14. GOVERNING LAW. This Agreement has been made in, and shall be
governed and construed in accordance with the laws of, the State of Ohio.
IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement on the day and year first above written.
REVCO D.S., INC.
By: ____________________________
D. Xxxxxx Xxxxx
President and
Chief Executive Officer
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EMPLOYEE
___________________________________
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of the _____ day of
___________, 1995, by and between REVCO D.S., INC., a Delaware corporation (the
"Company"), and _____________________ ("Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to employ Employee and Employee desires
to enter into the employ of the Company upon the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, the Company and Employee agree as follows:
1. EMPLOYMENT; CONTRACT PERIOD.
(a) During the period specified in subparagraph 1(b),
the Company shall employ Employee, and Employee shall serve the
Company, as [insert title] , based on the terms and subject to
the conditions set forth herein.
(b) The term of Employee's employment hereunder shall
commence on ___________, 1995 (the "Effective Date") and shall
continue until terminated as provided herein (such period is hereafter
referred to as the "Term").
2. POSITION; DUTIES; RESPONSIBILITIES.
At all times during the Term, Employee shall:
(a) Hold the position and have the duties and
responsibilities of _______________________, as those duties and
responsibilities may be
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defined and delimited, from time to time, by the [direct
report]. Employee's responsibilities will include the following:
[insert brief job description] .
(b) Adhere to the policies and directives
promulgated, from time to time, by the Board of Directors of the
Company (the "Board").
(c) Observe all Company policies applicable to
officers of the Company.
(d) Devote his entire business time, energy, and
talent to the business, and to the furtherance of the purposes and
objectives, of the Company, and neither directly nor indirectly act as
an employee of or render any business, commercial, or professional
services to any other person, firm or organization for compensation,
without the prior written approval of the [direct report].
Nothing in this Agreement shall preclude Employee from devoting
reasonable periods of time to charitable and community activities or the
management of his investment assets, provided such activities do not interfere
with the performance by Employee of his duties hereunder and, provided further
that Employee shall not invest in any business (other than the Company) engaged
to a material extent in the retail drug business. Any investment in the
Company shall be made in accordance with the Company's Xxxxxxx Xxxxxxx Policy.
3. SALARY AND BONUS; OTHER BENEFITS. For services actually
rendered by Employee on behalf of the Company during the Term:
(a) The Company shall pay to Employee, in equal
installments, according to the Company's current practice, a base
salary at the initial rate of $____________. This salary shall be
subject to annual review by the [direct report] and may be increased
to the extent, if any, the [direct report] may determine, in the
[direct report's] discretion.
(b) Employee shall be eligible for participation in
the Company's Executive Incentive Compensation Program in accordance
with the provisions of that program.
(c) Employee shall not be entitled to receive any
base salary during any period in which he receives disability benefits
under the Company's Long-Term Disability Income Protection Plan.
(d) Employee shall be eligible for participation in
such other benefit plans, including but not limited to the Company's
Retirement Income Plan and
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Trust, Pre-Retirement and Supplemental Retirement Plans,
Short-Term and Long-Term Disability Income Protection Plans, the
Profit Sharing and Savings Plan (unless participation therein would
adversely affect the tax deferred status of account balances in such
plan) and the 1992 Long-Term Incentive Plan, as the Company's Board
of Directors may adopt from time to time for all officers. Such
participation shall be subject to the terms and conditions set forth
in the applicable plan documents, except that preconditions shall be
waived for the Pre-Retirement Plan. Employee shall further be
entitled to take, during each one-year period commencing with the
anniversary date of his employment with the Company, vacation time
equal to the greater of (i) four weeks, or (ii) the amount of vacation
time to which Employee is entitled under the Company's vacation
policy.
(e) Employee shall be entitled to have a Company car
and a Company-paid annual physical examination for such time as those
benefits are provided to all officers.
4. MEDICAL AND LIFE INSURANCE BENEFITS. Employee shall be
entitled to participate in the Company's Group Term Life Insurance Plan and
Comprehensive Medical/Dental Plan for as long as each of these plans is
maintained by the Company for its officers generally. The Group Term Life
Insurance Plan will provide group term life insurance for Employee in an amount
equal to 1.5 times the Employee's base compensation.
5. TERMINATION.
(a) Employee's employment hereunder will terminate
without further notice upon the death of Employee.
(b) The Company may terminate Employee's employment
hereunder effective immediately upon giving notice of such termination
if Employee commits an act of gross misconduct. For these purposes,
"gross misconduct" shall include, but is not limited to, any of the
following:
(i) Commission of an act of fraud, embezzlement,
theft, or other criminal act constituting a felony, or
(ii) breach or default by Employee of any of his
agreements or obligations under any provision of this
Agreement, including, without limitation, his agreements
and obligations under Subparagraphs 2(a) through 2(d) of
this Agreement, which is not cured in all substantial
respects within ten (10) days after the Company gives
notice thereof to Employee.
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(c) Upon disability, if Employee is prevented from
performing his duties hereunder by reason of physical or mental
incapacity for a period of one hundred eighty (180) days.
(d) The Company may terminate Employee's employment
hereunder without cause at any time upon thirty (30) days written
notice.
(e) Employee may terminate his employment hereunder
effective immediately upon giving notice of such termination for "good
reason", as defined in subsection 5(g) below.
(f) Employee may terminate his employment hereunder
without cause or good reason at any time upon thirty (30) days written
notice.
(g) For purposes of this Agreement, "good reason"
means the occurrence of a material reduction in the aggregate direct
remuneration or any reduction in the position of Employee, any
material reduction in responsibilities or duties provided for in
accordance with Employee's employment arrangement with the Company,
any material adverse change or reduction in the aggregate employee
benefits, perquisites or fringe benefits contemplated under such
arrangement (provided that any material reduction in such aggregate
employee benefits, perquisites or fringe benefits that is required by
law or applies generally to all employees of the Company shall not
constitute "good reason" as defined hereunder), or any relocation of
the Employee's principal place of work with the Company to a place
more than fifty (50) miles from the geographical center of Cleveland,
Ohio. As used in this Section 5(g), a "material reduction" in the
aggregate direct remuneration or in the aggregate employee benefits,
perquisites or fringe benefits shall be deemed to result from any
reduction or any series of reductions which, in the aggregate, exceeds
five percent (5%) of such aggregate direct remuneration or such
aggregate employee benefits, perquisites or fringe benefits, as the
case may be. Employee shall give written notice to the Company on or
before the date of termination of employment for good reason
specifying in detail the reasons for such termination. If the Company
does not object to such notice by notifying Employee in writing within
thirty (30) days, it shall be deemed accepted.
6. SEVERANCE COMPENSATION.
(a) If, at any time during the Term, Employee's
employment is terminated by the Company other than for gross
misconduct or by Employee for
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good reason, then, through the expiration of one year after the
effective date of termination, the Company:
(i) shall continue to pay Employee's base
salary in the amounts and at the times provided in
Subparagraph 3(a) hereof; and
(ii) shall continue in effect the medical/dental
coverage, long and short-term disability protection, and
any life insurance protection, including the Pre-Retirement
Death benefits, being provided to Employee immediately
prior to his termination.
(b) If Employee's employment hereunder is terminated
other than as specified in subparagraph 6(a), then, except as
otherwise specifically provided in this Agreement or in a Company
plan, no further compensation or benefits will be provided to Employee
by the Company under this Agreement following the date of such
termination.
(c) The Company shall reimburse Employee's reasonable
attorneys fees incurred by Employee to enforce the provisions of this
Employment Agreement.
7. CONFIDENTIAL INFORMATION. Employee agrees that he will
not, during the Term or at any time thereafter, either directly or indirectly,
disclose or make known to any other person, firm, or corporation any
confidential information, trade secret or proprietary information of the
Company that Employee may acquire in the performance of Employee's duties
hereunder. Upon the termination of Employee's employment with the Company,
Employee agrees to deliver forthwith to the Company any and all literature,
documents, correspondence, and other materials and records furnished to or
acquired by Employee during the course of such employment.
8. NON-COMPETITION. During any period in which Employee is
receiving a base salary under this Agreement, whether during the Term or
following termination pursuant to subsection 6(a), Employee shall not act as a
proprietor, investor, director, officer, employee, substantial stockholder,
consultant, or partner in any business engaged to a material extent in the
retail drug business in direct competition with the Company in any market.
Following any termination under subsection 6(a), Employee may obtain a release
from the non-competition covenant contained in this Paragraph 8 by delivering
to the Company a written waiver of Employee's right to receive any further
compensation or benefits pursuant to subsection 6(a). If Employee violates the
non-competition covenant contained in this Paragraph 8, the Company shall be
relieved of any obligation to make payments or to provide benefits to Employee
pursuant to
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subsection 6(a) and Employee shall return to the Company an amount equal to
the value of any such payments or benefits provided to Employee while he was in
the violation of this non-competition covenant.
9. NOTICES. For purposes of this Agreement, all
communications provided for herein shall be in writing and shall be deemed to
have been duly given when delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed to the
Company, Attention: D. Xxxxxx Xxxxx, President and Chief Executive Officer,
and Xxxx X. Staph, Senior Vice President, Secretary and General Counsel, at its
principal executive office and to Employee at his principal residence, or to
such other address as either party may have furnished to the other in writing
and in accordance herewith; except that notices of change of address shall be
effective only upon receipt.
10. ASSIGNMENT; BINDING EFFECT. This Agreement shall be
binding upon and inure to the benefit of Employee, the Company, and the
Company's successors and assigns. No right, benefit or interest of Employee
hereunder shall be subject to assignment, anticipation, alienation, sale,
encumbrance, charge, pledge, hypothecation, or to execution, attachment, levy,
or similar process; except that Employee may assign any right, benefit, or
interest hereunder if such assignment is permitted under the terms of any plan
or policy of insurance or annuity contract governing such right, benefit, or
interest.
11. INVALID PROVISIONS. Any provisions of this Agreement that
is prohibited or unenforceable shall be ineffective to the extent, but only to
the extent, of such prohibition or unenforceability without invalidating the
remaining portions hereof and such remaining portions of this Agreement shall
continue to be in full force and effect. In the event that any provision of
this Agreement shall be determined to be invalid or unenforceable, the parties
will negotiate in good faith to replace such provision with another provision
that will be valid or enforceable and that is as close as practicable to the
provisions held invalid or unenforceable.
12. ENTIRE AGREEMENT, MODIFICATION. This Agreement contains
the entire agreement between the parties with respect to the employment of
Employee by the Company and supersedes all prior and contemporaneous
agreements, representations, and understandings of the parties. No
modification, amendment, or waiver of any of the provisions of this Agreement
shall be effective unless in writing, specifically referring hereto, and signed
by both parties.
13. WAIVER OF BREACH. The failure at any time to enforce any
of the provisions of this Agreement or to require performance by the other
party of any of the provisions of this Agreement shall in no way be construed
to be a waiver of such
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provisions or to affect either the validity of this Agreement or any part of
this Agreement or the right of either party thereafter to enforce each and
every provision of this Agreement in accordance with the terms of this
Agreement.
14. GOVERNING LAW. This Agreement has been made in, and shall
be governed and construed in accordance with the laws of, the State of Ohio.
IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement on the day and year first above written.
REVCO D.S., INC.
By: ____________________________
[Direct Report]
EMPLOYEE
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