EXHIBIT 10.14
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT, (the "Agreement") entered into on September
4, 1997, by and between AmeriSource Corporation, a Delaware corporation
("Company"); and Xxxx X. Xxxxxxxxx ("Executive"), effective as of August 1,
1997.
WHEREAS, the Executive is presently employed by Company as Sr. Vice
President, CFO;
WHEREAS, the Executive is willing to continue to serve as Sr. Vice
President, CFO of the Company, and the Company desires to retain the Executive
in such capacity on the terms and conditions herein set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Employment. The Company agrees to continue to employ the
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Executive, and the Executive agrees to continue to be employed by the Company,
upon the terms and conditions hereinafter provided for a period commencing as of
August 1, 1997 and continuing until July 31, 2000 (the "Term"). On each
anniversary date of this Agreement, commencing August 1, 1998, on which
Executive is employed by the Company, the Term shall be automatically extended
for one additional year, provided, however, that the Term shall not extend
beyond Executive's 65th birthday unless affirmatively extended in writing by the
Company.
2. Position and Duties. During the Term, the Company agrees to
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employ the Executive to serve in such executive capacities at levels comparable
to or greater than his current position, and the Executive will have such powers
and duties as are commensurate with such positions and as may be assigned to him
by the Company's Chief Executive Officer or other appropriate supervising
officer after consultation with the Executive. During the Term, and except for
illness or incapacity and reasonable vacation periods of no more than four weeks
in any calendar year (or such other period as shall be consistent with the
Company's policies for other key executives), the Executive shall devote all of
his business time, attention, skill and efforts exclusively to the business and
affairs of the Company and its subsidiaries and affiliates, provided, however,
that the Executive may serve on other boards as a director or trustee if such
service does not interfere with his ability to discharge his duties and
responsibilities to the Company, and if approved, in advance, by the Chief
Executive Officer.
3. Compensation. For all services rendered by the Executive in any
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capacity required hereunder during the Term, including, without limitation,
services as an executive, officer, director, or member of any committee of the
Company, or any subsidiary, affiliate or division thereof, the Executive shall
be compensated as follows:
(a) Base Salary. The Company shall pay the Executive a fixed
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salary of $200,000 per annum or such higher annual amount as is being paid from
time to time pursuant to the terms hereof ("Base Salary"). The Base Salary shall
be subject to such periodic review (which shall occur in accordance with Company
policy but in no event less than annually) and such periodic increases as the
Company shall deem appropriate in accordance with the Company's customary
procedures and practices regarding the salaries of senior officers, provided,
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that the annual adjustment shall be no less than the increase in the "Consumer
Price Index" now known as the Consumer Price Index for Urban Wage Earners and
Clerical Workers, All Items, Philadelphia, Pennsylvania (1967=100), as published
by the Bureau of Labor, Statistics, United States Department of Labor. Base
Salary shall be payable in accordance with the customary payroll practices of
the Company, but in no event less frequently than monthly.
(b) Bonus Awards. The Executive shall be entitled to receive an
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annual incentive cash compensation award under the Company's policy of providing
for the payment of incentive cash compensation to key officers based upon the
performance of the Company and the officer's individual performance.
(c) Stock Options. The Executive shall be eligible to receive
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grants under the Company's stock option plan(s) at the sole discretion of the
plan's committee subject to such terms and conditions as such committee may
decide.
(d) Supplemental Insurance. The Executive shall be entitled to
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such split dollar life insurance policy as determined by the Chief Executive
Officer.
(e) Additional Benefits. Except as modified by this Agreement,
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the Executive shall be entitled to participate in all compensation or employee
benefit plans or programs (other than termination pay programs), and to receive
all benefits, perquisites and emoluments, for which any salaried employees of
the Company are eligible under any plan or program now or hereafter established
and maintained by the Company for senior officers, to the fullest extent
permissible under the general terms and provisions of such plans or programs and
in accordance with the provisions thereof, including group hospitalization,
health, dental care, life or other insurance, tax-qualified pension, savings,
thrift and profit-sharing plans, sick-leave plans, travel or accident insurance,
disability insurance, automobile allowance or automobile lease plans, and
executive contingent compensation plans, including, without limitation, capital
accumulation programs and stock purchase, restricted stock and stock option
plans.
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Notwithstanding the foregoing, nothing in this Agreement shall preclude the
amendment or termination of any such plan or program, provided that such
amendment or termination is applicable generally to the senior officers of the
Company or any subsidiary or affiliate.
(f) Perquisites. Executive shall be entitled for each partial or
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complete year this Agreement is in effect to reimbursement of tax planning and
tax preparation charges, not to exceed $5,000 annually, and to reimbursement of
club dues, not to exceed $10,000 annually.
4. Business Expenses. The Company shall pay or reimburse the
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Executive for all reasonable travel or other expenses incurred by the Executive
(and his spouse where there is a legitimate business reason for his spouse to
accompany him) in connection with the performance of his duties and obligations
under this Agreement, including, without limitation, expenses for entertainment,
travel (including automobile operating expenses), meals, hotel accommodations
and the like, in accordance with such rules and policies relating thereto as the
Company may from time to time adopt. Reimbursement shall be subject to the
Executive's presentation of appropriate vouchers in accordance with such
procedures as the Company may from time to time establish for senior officers
and to preserve any deductions for Federal income taxation purposes to which the
Company may be entitled.
5. Effect of Termination of Employment Other Than in Connection with
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a Change in Control.
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(a) Certain Terminations. In the event the Executive's
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employment hereunder terminates due to either Permanent Disability, a Without
Cause Termination, or a Constructive Discharge, the Company shall, as severance
pay, continue, subject to the provisions of Section 7 below, to pay the
Executive's Base Salary (determined in accordance with the Company's usual
procedures) as in effect at the time of such termination until the expiration of
the Term or for one-year period beginning on the date of termination of
employment, if longer (the "Severance Period"), provided, that in the case of
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Permanent Disability, such payments shall be offset by any amounts otherwise
paid to the Executive under the Company's disability program generally available
to other employees. In addition, earned but unpaid Base Salary as of the date of
termination of employment shall be payable in full. Group hospitalization,
health, dental care, life or other insurance, travel or accident insurance,
disability insurance and the perquisites set forth in Section 3(d) and Section
3(f) shall continue through the end of the Severance Period. The Company shall
also pay Executive the bonus award in Section 3(b) prorated to the date of
termination of employment.
(b) Other Terminations. In the event that the Executive's
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employment hereunder terminates due to a Termination for Cause or Executive's
death, or the Executive voluntarily terminates employment (which he may do at
any time on 30 days notice to the Company) with the Company for reasons other
than a Constructive Discharge or Permanent Disability (with voluntary retirement
being a voluntary termination for purposes of this Agreement), earned but unpaid
Base Salary as of the date of termination of employment shall be payable in
full. In the event of Executive's death, Company shall also continue to pay
Executive's Base Salary to his surviving spouse for a period of six months (or
to his estate, if he is not survived by a spouse), and shall pay to her (or the
estate) the bonus award in Section 3(b), prorated to the date of Executive's
death. However, no other payments shall be made, or benefits provided, by the
Company under this Agreement except for stock options to the extent already
exercisable hereunder, vested benefits payable under the terms of the Pension
Plan and Supplemental Employee Retirement Plan, and any other benefits which the
Executive is entitled to receive under the term of employee benefit programs
maintained by the Company or its affiliates for its employees.
(c) Definitions. For purposes of this Agreement, the following
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terms have the following meanings:
(i) The term "Termination for Cause" means (A) termination
of Executive's employment for willful or gross and repeated neglect of
duties hereunder, or willful or gross and repeated misconduct in the
performance of such duties, so as to cause material harm to the
Company and its subsidiaries considered as a whole, in each case after
Executive has been given notice of such conduct and, in circumstances
where such harm may be cured by Executive, offered the reasonable
opportunity to cure such conduct; (B) termination following a judicial
determination that Executive has committed fraud, misappropriation or
embezzlement against the Company; or (C) termination due to
Executive's having committed any felony or misdemeanor for which he is
convicted and which constitutes a crime involving moral turpitude and
results in material harm to the Company and its subsidiaries
considered as a whole.
(ii) The term "Constructive Discharge" means a termination
of the Executive's employment by the Executive due to a failure of the
Company or its successors without the prior consent of the Executive
to fulfill the obligations under this Agreement in any material
respect, including (A) any failure of the Company or Parent to elect
or reelect or of the Company to appoint or reappoint the Executive as
an executive officer of the Company, or (B) any other material change
by the Company in the functions, duties or responsibilities of the
Executive's position with the Company which would, in Executive's
reasonable judgment, reduce the
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ranking or level, dignity, responsibility, importance or scope of such
position (other than a change after a Change in Control Event
resulting solely from the fact that the Company is a subsidiary of
another entity), or (C) any non-payment or reduction in the Base
Salary then in effect or any material breach by the Company of this
Agreement, or (D) following a Change in Control Event, either any
relocation of Executive's site of employment to a location more than
50 miles away from Executive's site of employment on the date of this
Agreement, or any relocation of the Company's executive offices to a
location more than 50 miles away from their current location in
Malvern, Pennsylvania.
(iii) The term "Without Cause Termination" means a
termination of the Executive's employment by the Company, upon 30 days
notice to the Executive, other than due to Permanent Disability,
voluntary retirement or expiration of the Term, and other than a
Termination for Cause.
(iv) The term "Permanent Disability" means the inability of
the Executive to work for a period of six full calendar months during
any eight consecutive calendar months due to illness or injury of a
physical or mental nature, supported by the completion by the
Executive's attending physician of a medical certification form
outlining the disability and treatment.
6. Effect of Termination of Employment in Connection with a Change
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in Control.
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(a) Definitions. For purposes of this Section 6, the following
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terms shall have the following meanings:
(i) The term "Change in Control Event" means any of the
following events:
(A) the acquisition by any "person" or "group" within
the meaning of Section 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") (other than the Company,
its affiliates and benefit plans sponsored by the Company or its
affiliates, and other than 399 Venture Partners, Inc. ("VPI") and
its Affiliates (as defined in Rule 12b-2 under the 0000 Xxx) of
"beneficial ownership" of securities of Amerisource Health
Corporation, a Delaware corporation, ("Parent") representing more
than 35% of the total aggregate voting power of Parent's then
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outstanding securities entitled to vote generally in the election
of directors, and such person or group owns more aggregate voting
power of Parent's then outstanding securities entitled to vote
generally in the election of directors than any other person or
group.
(B) consummation of a transaction following the
approval by the stockholders of Company or Parent of (1) any
consolidation, merger, or other similar type of transaction
involving the Company or Parent in which all of the holders of
voting stock of the Company or Parent immediately before the
consolidation, merger, or similar transaction, will not own 50%
or more of the voting shares of the continuing or surviving
corporation immediately after such consolidation, merger, or
similar transaction, or (2) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions)
of all or substantially all of the assets of Company or Parent;
or
(C) a change of 25% (rounded to the next whole
person) in the membership of the Board of Directors of Company or
Parent or any successor within a 12-month period, unless the
election or nomination for election by stockholders of each new
director within such period was approved by the vote of 85%
(rounded to the next whole person) of the directors then still in
office who were in office at the beginning of the 12-month
period.
(ii) "Separation Period" means the three-year period
beginning on the date of the Executive's Termination of Employment.
(iii) "Termination of Employment" shall mean the termination
of the Executive's actual employment relationship with the Company.
(iv) "Termination upon a Change of Control" shall mean a
Termination of Employment upon or within fifteen months after a Change of
Control Event either:
(A) initiated by Company for any reason other than
(1) the Executive's death, or (2) Termination for Cause, or
(B) initiated by the Executive (i) due to a
Constructive Discharge during the one-year period following the
Change in
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Control Event, or (ii) for any reason during the period beginning
twelve months and one day following the Change in Control Event
and ending 90 days thereafter.
(b) Payments for Termination upon a Change in Control. Within
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twenty days of the Executive's Termination upon a Change in Control, the Company
shall pay to the Executive in a single payment in cash and/or provide to the
Executive, as applicable, the following:
(i) the Executive's earned but unpaid Base Salary as of
the date of Termination of Employment;
(ii) the benefits, if any, to which the Executive is
entitled as a former employee under the employee benefit programs and
compensation plans and programs maintained for the benefit of the
Company's officers and employees;
(iii) continued group hospitalization, health, dental care,
life or other insurance, travel or accident insurance and disability
insurance, for the Separation Period, with coverage equivalent to the
coverage to which the Executive would have been entitled had the
Executive continued working for the Company during the Separation
Period at the highest annual rate of Base Salary achieved during the
Executive's period of actual employment with the Company, provided,
however, that the Executive may upon written notice elect to receive
the present value of such coverage in cash in a lump sum, computed
using a discount rate of 6% per year compounded monthly; and
(iv) an amount equal to the Base Salary and annual bonus
the Executive would have earned if the Executive had continued working
for the Company during the Separation Period at the highest annual
rate of Base Salary, and received the highest annual percentage bonus,
achieved during the Executive's period of actual employment with the
Company.
(c) In the event that, on or after the occurrence of a Change in
Control Event, the Company fails to make any payment or provide any coverage to
Executive arising out of or relating in any way to this Agreement or to the
Executive's employment by the Company (collectively, "Employment Rights"), then
the Company shall pay to the Executive and reimburse the Executive for the
Executive's full costs (including, without limitation, the fees and expenses of
the Executive's attorneys and court and related costs) of enforcing the
Executive's Employment Rights.
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(d) Notwithstanding anything under this Agreement to the
contrary, in the event that any payments or benefits under this Agreement
(taking into account payments under any other agreement or arrangement with the
Executive) would be considered "excess parachute payments" within the meaning of
Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the
"Code"), then the aggregate present value of benefits or amounts payable under
this Agreement ("Agreement Payments") shall be reduced (but not below zero) to
the Reduced Amount. The "Reduced Amount" shall be an amount expressed in
present value that maximizes the aggregate present value of Agreement Payments
without causing any Agreement Payments to be an excess parachute payment. For
purposes of this Section 6(d), present value shall be determined in accordance
with section 280G(d)(4) of the Code.
(e) All determinations under Section 6(d) shall be made by a
national accounting firm selected by the Company (the "Accounting Firm"), which
shall provide detailed supporting calculations both to the Company and to the
Executive within 30 business days of the date the Executive's employment with
the Company terminates or such earlier time as is requested by the Company and
an opinion to the Executive that the Executive has substantial authority not to
report any excise tax on Executive's federal income tax return with respect to
Agreement Payments. Any such determination by the Accounting Firm shall be
binding on the Company and the Executive. Executive shall determine which of
the Agreement Payments shall be eliminated or reduced consistent with the
requirements of Section 6(d), provided that, if the Executive does not make such
determination within 10 business days of the receipt of the calculation from the
Accounting Firm, the Company shall elect which and how much of the Agreement
Payments shall be eliminated or reduced consistent with the requirements of
Section 6(d) and shall notify Executive promptly of such election. Within 5
business days thereafter, the Company shall pay to the Executive such amounts or
benefits that are then due to the Executive.
7. Other Duties of Executive During and After Term.
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(a) Confidential Information. Executive acknowledges that by
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reason of his employment with the Company he has and will hereafter, from time
to time during the Employment Term, become exposed to an/or become knowledgeable
about proposals, plans inventions, practices, systems, programs, formulas,
processes, methods, techniques, research, records, supplier sources, customer
lists, and other forms of business information which are not known to the
Company's competitors and which are not recognized as being encompassed within
standard business or management practices and which are kept secret and
confidential by the Company (the "Confidential Information"). Executive
therefore agrees that at no time during or after the period of his employment by
the Company will he disclose or use the Confidential Information except as may
be required in the prudent course of business for the benefit of the
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Company; provided, that no payment required to be made by the Company under the
terms of this Agreement after termination of the employment of Executive shall
be subject to any right of set-off, counterclaim, defense, abatement,
suspension, deferment or reduction by reason of any claim against Executive
based upon breach of the covenant in this Section 7(a) other than upon execution
of an unsatisfied judgment rendered by a court of competent jurisdiction.
(b) Non-Compete. In consideration of the mutual terms and
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agreements set forth in this Agreement and the stock options that have been and
may be granted under the AmeriSource Health Corporation 1995 Stock Option Plan
and 1996 Stock Option Plan, Executive hereby agrees that (i) while Executive is
employed during the Employment Term, (ii) during such time after the Employment
Term as Executive is employed by the Company, (iii) while Executive is receiving
payments of Base Salary or benefits pursuant to Sections 5(a) hereof, and (d)
for a period of one year after Executive's termination of employment, he will
not, unless authorized in writing to do so by the Company, directly or
indirectly own, manage, operate, join, control or participate in the ownership,
management, operation or control of, or be employed or otherwise connected in
any substantial manner with any business which directly or indirectly competes
to a material extent with any line of business of the Company or its
subsidiaries; provided, that nothing in this paragraph shall prohibit Executive
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from acquiring up to 5% of any class of outstanding equity securities of any
corporation whose equity securities are regularly traded on a national
securities exchange or in the "over-the-counter market." Executive agrees that
for a period ending one year after Executive's termination of employment
hereunder, Executive will not (x) recruit any employee of the Company or solicit
or induce, or attempt to solicit or induce, any employee of the Company to
terminate his or her employment with, or otherwise cease his or her relationship
with, the Company, or (y) solicit, divert or take away, or attempt to solicit,
divert or take away, the business or patronage of any clients, customers or
accounts, or prospective clients, customers or accounts, of the Company that
were contacted, solicited or served by the Executive while employed by the
Company.
(c) Remedies. The Company and Executive confirm that the
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restrictions contained in Sections 7(a) and 7(b) hereof are, in view of the
nature of the business of the Company, reasonable and necessary to protect the
legitimate interests of the Company and that any violation of any provision of
Section 7(a) or 7(b) will result in irreparable injury to the Company. Executive
hereby agrees that, in the event of any breach or threatened breach of the terms
or conditions of this Agreement by Executive, the Company's remedies at law will
be inadequate and, in any such event, the Company shall be entitled to commence
an action for preliminary and permanent injunctive relief and other equitable
relief in any court of competent jurisdiction. Executive further irrevocable
consents to the jurisdiction of any Pennsylvania state court or federal court
located in the Commonwealth of Pennsylvania over any suit, action or proceeding
arising
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out of or relating to this Section 7(c) and hereby waives, to the fullest extent
permitted by law, any objection that he may now or hereafter have to such
jurisdiction or to the laying of venue of any such suit, action or proceeding
brought in such a court and any claim that such suit, action or proceeding has
been brought in an inconvenient forum. The Executive's Agreement as set forth in
this Section 7 shall: (x) survive the termination of this Agreement, and
continue throughout the duration of the Executive's employment with the
Company, except as amended or modified by written agreement of the parties; and
(y) survive the Executive's termination of employment with the Company.
(d) Modification of Terms. If any restriction in this Section 7
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of the Agreement is adjudicated to exceed the time, geographic, service or other
limitations permitted by applicable law in any jurisdiction, the Executive
agrees that such may be modified and narrowed, either by a court or the Company,
to the maximum time, geographic, service or other limitations permitted by
applicable law so as to preserve and protect the Company's legitimate business
interest, without negating or impairing any other restrictions or undertaking
set forth in the Agreement.
8. Withholding Taxes. The Company may directly or indirectly
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withhold from any payments made under this Agreement all Federal, state, city or
other taxes as shall be required pursuant to any law or governmental regulation
or ruling.
9. Vesting of Stock Options. In the event of Executive's Without
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Cause Termination or Constructive Discharge after September 5, 1999 but prior to
a Change in Control Event, then any portion of Executive's Company stock options
which have been granted to Executive and are then outstanding but not then
exercisable pursuant to the terms of such stock options shall become immediately
exercisable to the extent that such stock options would have been exercisable on
or before September 30, 1999 (or two years subsequent to the date of termination
of employment, if later) had such Without Cause Termination or Constructive
Discharge not occurred, and such stock options shall remain exercisable after
the applicable termination date for a period of 30 days. Upon the occurrence of
a Change in Control Event, each of Executive's Company stock options then
outstanding shall become immediately exercisable to the full extent of the
shares of Common Stock subject thereto in accordance with the terms of the
applicable stock option plans and agreements.
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10. Consolidation, Merger, or Sale of Assets. Nothing in this
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Agreement shall preclude the Company from consolidating or merging into or with,
or transferring all or substantially all of its assets to, another corporation
which assumes this Agreement and all obligations and undertakings of the Company
hereunder. Upon such a consolidation, merger or transfer of assets and
assumption, the term "Company" as used herein shall mean such other corporation
and this Agreement shall continue in full force and effect.
11. Notices. All notices, requests, demands and other communications
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required or permitted hereunder shall be given in writing and shall be deemed to
have been duly given if delivered or mailed, postage prepaid, by same day or
overnight mail as follows:
(a) To Company:
000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
(b) To the Executive:
000 Xxxxx Xxxx Xxxx
Xxxxx, XX 00000
or to such other address as either party shall have previously specified in
writing to the other.
12. No Attachment. Except as required by law, no right to receive
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payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
to execution, attachment, levy, or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect; provided, however, that nothing in this Section
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12 shall preclude the assumption of such rights by executors, administrators or
other legal representatives of the Executive or his estate and their assigning
any rights hereunder to the person or persons entitled thereto.
13. No Mitigation. The Executive shall not be required to mitigate
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the amount of any payment or benefit provided for in this Agreement by seeking
other employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Agreement be reduced by any compensation earned by other
employment or otherwise.
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14. Source of Payment. All payments provided for under this Agreement
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shall be paid in cash from the general funds of the Company. The Company shall
not be required to establish a special or separate fund or other segregation of
assets to assure such payments, and, if the Company shall make any investments
to aid it in meeting its obligations hereunder, the Executive shall have no
right, title or interest whatever in or to any such investments except as may
otherwise be expressly provided in a separate written instrument relating to
such investments. Nothing contained in this Agreement, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship, between the Company and the Executive or
any other person. To the extent that any person acquires a right to receive
payments from the Company hereunder, such right, without prejudice to rights
which employees may have, shall be no greater than the right of an unsecured
creditor of the Company.
15. Severability. If any provision of this Agreement or application
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thereof to anyone or under any circumstances is adjudicated to be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect any other provision or application and shall not invalidate or render
unenforceable such provision or application in any other jurisdiction.
16. Contents of Agreement. This Agreement supersedes all prior
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agreements and sets forth the entire understanding among the parties hereto with
respect to the subject matter hereof and cannot be changed, modified, extended
or terminated except upon written amendment approved by the parties hereto.
17. Governing Law. The validity, interpretation, performance, and
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enforcement of this Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania, and Executive consents to the jurisdiction of the state and
federal courts of Pennsylvania in any dispute arising under this Agreement.
18. Survival of Benefits. Any Section of this Agreement which
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provides a benefit to the Executive and which does not expressly provide for its
termination upon the expiration of the Term shall survive the expiration of the
Term and the obligation to provide benefits to the Executive as set forth in
such Section shall remain binding upon the Company until such time as the
Executive's employment relationship with the Company is terminated and the
benefits provided under such Section are paid in full to the Executive.
19. Miscellaneous. All section headings are for convenience only.
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This Agreement may be executed in any number of counterparts, each of which
when executed shall be deemed to be an original and all of which together shall
be deemed to
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be one and the same instrument. It shall not be necessary in marking proof of
this Agreement or any counterpart hereof to produce or account for any of the
other counterparts.
20. Arbitration. Except with respect to actions for preliminary and
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permanent injunctive relief and other equitable relief under Section 7, any
controversy or claim arising out of or relating to this Agreement, or any breach
thereof, shall be settled by arbitration in accordance with the rules of the
American Arbitration Association, and judgment upon such award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The
arbitration shall be held in Philadelphia, Pennsylvania, unless another location
shall be mutually agreed to by the parties at the time of the arbitration. If
Section 6(d) is not applicable, in any dispute between the parties as to which
Executive is sustained on the claim(s) by or against him, the Company shall pay
all legal fees incurred by Executive in connection with the dispute over such
claim(s). If more than one claim is involved in any dispute and if Executive is
sustained as to one or more of such claims but not as to all of such claims,
there shall be a reasonable allocation of applicable legal expenses. The Company
will reimburse Executive for those legal expenses determined by the
arbitrator(s) or by the consent of the parties to be allocable to the claim or
claims as to which Executive is upheld.
IN WITNESS WHEREOF, and intending to be legally bound, the Company
has caused this Agreement to be executed by its duly authorized officers and the
Executive has signed this Agreement this 4th day of September, 1997, effective
as of the day and year first above written.
AMERISOURCE CORPORATION
By: [SIGNATURE ILLEGIBLE]
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Name: [SIGNATURE ILLEGIBLE]
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Title: President CEO
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/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
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