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Employment Agreement

 

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Title:

Employment Agreement

Entities:

McKesson Corp.; McKesson HBOC, Inc.; Graham O. King

Date:

2000

Size:

Preview shows 9KB of 46KB total

Price:

$40

ID:

#313328

 

 

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                             EMPLOYMENT AGREEMENT

--------------------

THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of June 21, 1999 (the
"Effective Date"), by and between McKesson HBOC, Inc. (the "Company"), a
Delaware corporation with its principal office at One Post Street, San
Francisco, California, and Graham O. King ("Executive").

RECITALS
--------

A. The Company, in its business, develops and uses certain Confidential
Information (as defined in Paragraph 7(c) below). Such Confidential
Information will necessarily be communicated to or acquired by Executive by
virtue of his employment with the Company, and the Company has spent time,
effort and money to develop such Confidential Information and to promote
and increase its goodwill; and

B. The Company desires to retain the services of, and employ, Executive on its
own behalf and on behalf of its affiliated companies for the period
provided in this Agreement and, in so doing, to protect its Confidential
Information and goodwill, and Executive is willing to accept employment by
the Company on a full-time basis for such period, upon the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties hereto agree as follows:

1. Employment. Subject to the terms and conditions of this Agreement, the
----------
Company agrees to employ Executive, and Executive agrees to accept
employment from, and remain in the employ of, the Company for the period
stated in Paragraph 3 hereof.

2. Position and Responsibilities. During the period of his employment
-----------------------------
hereunder, Executive agrees to serve the Company, and the Company shall
employ Executive, as President, Information Technology Business ("ITB") of
the Company or in such other senior corporate executive capacity or
capacities as may be mutually agreed upon from time to time between
Executive and the Chief Executive Officer or either of the Co-Chief
Executive Officers, as the case may be, of the Company (either, hereinafter
referred to as the "Chief Executive Officer").

3. Term and Duties.

(a) Term of Employment. The term of this Agreement shall be deemed to have
------------------
commenced on the date of this Agreement and shall continue until the
earlier of (i) March 31, 2004, or (ii) the date that Executive shall
have been granted "Approved Retirement status under the Company's 1984
Executive Benefit Retirement Plan ("EBRP").

(b) Duties. During the period of his employment hereunder and except for
------
illness, reasonable vacation periods, and reasonable leaves of
absence, Executive shall

{PAGE}

devote his best efforts and all his business time, attention, skill
and efforts to the business and affairs of the Company and its
affiliated companies, as such business and affairs now exist and as
they may be hereafter changed or added to, under and pursuant to the
general direction of the Board of Directors of the Company (the
"Board"); provided, however, that, with the approval of the Chief
-------- -------
Executive Officer, Executive may serve, or continue to serve, on the
boards of directors of, hold any other offices or positions in,
companies or organizations which, in such officer's judgment, will not
present any conflict of interest with the Company or any of its
subsidiaries or affiliates or divisions, or materially affect the
performance of Executive's duties pursuant to this Agreement.

(c) Place of Performance. So long as Executive shall be President, ITB,
--------------------
he shall provide his services primarily at the headquarters of the
ITB, presently located in the Atlanta, Georgia metropolitan area.
Notwithstanding the foregoing, Executive shall be under no obligation
throughout the term of this Agreement to relocate his permanent
residences, presently located in Hinsdale, Illinois and Jupiter,
Florida.

4. Compensation and Reimbursement of Expenses; Other Benefits.
----------------------------------------------------------

(a) Compensation. During the period of his employment hereunder, Executive
------------
shall be paid a salary, in monthly or semi-monthly installments (in
accordance with the Company's normal payroll practices for senior
executive officers), at the rate of Five Hundred Eighty Thousand
Dollars ($580,000.00) per year, or such higher salary as may be from
time to time approved by the Board (or any duly authorized Committee
thereof) (any such higher salary so approved to be thereafter the
minimum salary payable to Executive during the remainder of the term
hereof), plus such additional incentive compensation, if any, as may
be awarded to him yearly by the Board (or any duly authorized
Committee thereof). For purposes of the MIP (as defined in
subparagraph (c) below), for each of the Company's fiscal years ending
during the term of this Agreement, Executive's Individual Target Award
shall be 75% of his base salary for the applicable Year (as defined in
the MIP). Executive shall also receive an automobile allowance from
the Company of One Thousand Dollars ($1,000.00) per month during the
term of this Agreement.

(b) Reimbursement of Expenses. The Company shall pay or reimburse
-------------------------
Executive, in accordance with its normal policies and practices, for
all reasonable travel and other expenses incurred by Executive in
connection with the performance of his obligations hereunder. The
Company further agrees to furnish Executive with such living and
entertainment assistance and accommodations as shall be suitable to
the character of Executive's position with the Company and adequate
for the performance of his duties hereunder.

(c) Other Benefits. Executive shall be entitled to receive all other
--------------
benefits of employment generally available to other members of the
Company's executive management and those benefits for which key
executives are or shall become eligible, when and as he becomes
eligible therefor, including without limitation,

2
{PAGE}

group health and life insurance benefits, short and long-term
disability plans, deferred compensation plans, and participation in
the Company's Profit-Sharing Investment Plan, Employee Stock Purchase
Plan, Executive Medical Plan, 1989 Management Incentive Plan ("MIP"),
EBRP, 1988 Executive Survivor Benefits Plan ("ESBP"), Stock Purchase
Plan and 1994 Restricted Stock and Stock Option Plan (or any other
similar plan or arrangement), and the Company agrees that none of such
benefits shall be altered in any manner or in such a way as to reduce
any then existing entitlement of Executive thereunder.

(d) EBRP and ESBP. With respect to Executive's participation in the EBRP
-------------
and ESBP, Executive shall be subject to the terms and conditions of
such plan, provided, however, that, in the event Executive's
-------- -------
performance regarding the rebuilding of ITB and the development of a
successor is satisfactory to the Chief Executive Officer (the
"Accomplishment of ITB Rebuilding and Development"), management shall
recommend to the Board that Executive be granted "Approved Retirement"
status pursuant to the EBRP and the ESBP; provided, further, that, if
-------- -------
Executive accrues five years of actual service credit pursuant to the

 

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