Exhibit 10.22
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“Agreement”) is made and entered into this 1st day of
April, 2000 by and between PSS World Medical, Inc., a Florida
corporation (hereinafter, the “Company” which term
shall include the Company’s other subsidiaries, affiliates
and successors), and David H. Ramsey (hereinafter,
“Executive”).
BACKGROUND
The Company desires to engage
Executive in Executive capacities set forth herein, in accordance
with the terms and conditions of this Agreement. Executive is
willing to serve as such in accordance with the terms and
conditions of this Agreement.
NOW THEREFORE, in consideration of
the foregoing and of the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Effective Date . This
Agreement is effective as of April 1, 2000 (the “Effective
Date”).
2. Employment . Executive is
hereby employed on the Effective Date as the Vice President and
Chief Information Officer of the Company. Executive’s
responsibilities under this Agreement shall be in accordance with
the policies and objectives established by the President or the
Board of Directors of the Company and shall be consistent with the
responsibilities of similarly situated executives of comparable
companies in similar lines of business.
3. Employment Period . Unless
earlier terminated herein in accordance with Section 7 hereof,
Executive’s employment shall be for a one-year term (the
“Employment Period”), beginning on the Effective Date.
The Employment Period shall, without further action by Executive or
the Company, be extended by an additional one-year period on each
anniversary of the Effective Date; provided, however, that either
party may, by notice to the other, cause the Employment Period to
cease to extend automatically. Upon such notice, the Employment
Period shall terminate upon the expiration of the then-current
term, including any prior extensions. Notwithstanding the
foregoing, if a Change of Control occurs the Employment Period
shall be automatically extended through the later of (i) the first
anniversary of the Change of Control, or (ii) the normal expiration
of the then-current term, including any prior
extensions.
4. Extent of Service . During
the Employment Period, and excluding any periods of vacation and
sick leave to which Executive is entitled, Executive agrees to
devote his business time, attention, skill and efforts exclusively
to the faithful performance of his duties hereunder; provided,
however, that it shall not be a violation of
this Agreement for Executive to (i) devote
reasonable periods of time to charitable and community activities
and, with the approval of the Company, industry or professional
activities, and/or (ii) manage personal business interests and
investments, so long as such activities do not materially interfere
with the performance of Executive’s responsibilities under
this Agreement.
5. Compensation and Benefits
.
(a) Base Salary . During the
Employment Period, the Company will pay to Executive a base salary
in an amount not less than that in effect for Executive on the
Effective Date (“Base Salary”), less normal
withholdings, payable in equal monthly or more frequent
installments as are customary under the Company’s payroll
practices from time to time. The Compensation Committee of the
Board of Directors of the Company shall review Executive’s
Base Salary annually and in its sole discretion, subject to
approval of the Board of Directors of the Company, may increase
Executive’s Base Salary from year to year. The annual review
of Executive’s salary by the Board will consider, among other
things, Executive’s own performance and the Company’s
performance.
(b) Incentive, Savings and
Retirement Plans . During the Employment Period, Executive
shall be entitled to participate in all incentive, savings and
retirement plans, practices, policies and programs applicable
generally to peer executives of the Company and its affiliated
companies (“Peer Executives”), and on the same basis as
such Peer Executives.
(c) Welfare Benefit Plans .
During the Employment Period, Executive and Executive’s
family shall be eligible for participation in and shall receive all
benefits under welfare benefit plans, practices, policies and
programs provided by the Company and its affiliated companies
(including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent applicable
generally to Peer Executives.
(d) Expenses . During the
Employment Period, Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by Executive in
accordance with the policies, practices and procedures of the
Company and its affiliated companies to the extent applicable
generally to Peer Executives.
(e) Fringe Benefits . During
the Employment Period, Executive shall be entitled to fringe
benefits in accordance with the plans, practices, programs and
policies of the Company and its affiliated companies in effect for
Peer Executives.
6. Change of Control . A
“Change of Control” shall mean:
(a) The acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3
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promulgated under the Exchange Act)
of 35% or more of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (ii) any acquisition by
any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c) of this definition;
or
(b) Individuals who, as of the
Effective Date, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to the Effective Date whose
election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;
or
(c) Consummation of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company (a “Business Combination”), in each case,
unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or
indirectly, more than 80% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case
may be, (ii) no Person (excluding the Company or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of the combined voting power of
the then outstanding voting securities of such corporation
resulting from such Business Combination except to the extent that
such ownership existed prior to the Business Combination, and (iii)
at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
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(d) If Executive’s employment
responsibilities are primarily with Diagnostic Imaging, Inc., a
disposition by the Company of a majority of the stock or
substantially all of the assets of Diagnostic Imaging, Inc.;
provided, however, that if Executive is offered and accepts
a position with the Company or another subsidiary or division of
the Company immediately following such disposition of Diagnostic
Imaging, Inc., then a Change of Control shall not be deemed to have
occurred by virtue of this subsection (d); or
(e) If Executive’s employment
responsibilities are primarily with Gulf South Medical Supply,
Inc., a disposition by the Company of a majority of the stock or
substantially all of the assets of Gulf South Medical Supply, Inc.;
provided, however, that if Executive is offered and accepts
a position with the Company or another subsidiary or division of
the Company immediately following such disposition of Gulf South
Medical Supply, Inc., then a Change of Control shall not be deemed
to have occurred by virtue of this subsection (e); or
(f) If Executive’s employment
responsibilities are primarily with the Physician Sales &
Service division of the Company, a disposition by the Company of
substantially all of the assets of such division; provided,
however, that if Executive is offered and accepts a position
with the Company or another subsidiary or division of the Company
immediately following such disposition of the Physician Sales &
Service division, then a Change of Control shall not be deemed to
have occurred by virtue of this subsection (f).
7. Termination of Employment
.
(a) Death, Retirement or
Disability . Executive’s employment shall terminate
automatically upon Executive’s death or Retirement during the
Employment Period. For purposes of this Agreement,
“Retirement” shall mean normal retirement as defined in
the Company’s then-current retirement plan, or there is no
such retirement plan, “Retirement” shall mean voluntary
termination after age 65 with ten years of service. If the Company
determines in good faith that the Disability of Executive has
occurred during the Employment Period (pursuant to the definition
of Disability set forth below), it may give to Executive written
notice in accordance with Section 15(f) of this Agreement of its
intention to terminate Executive’s employment. In such event,
Executive’s employment with the Company shall terminate
effective on the 30th day after receipt of such written notice by
Executive (the “Disability Effective Date”), provided
that, within the 30 days after such receipt, Executive shall not
have returned to full-time performance of Executive’s duties.
For purposes of this Agreement, “Disability” shall mean
a mental or physical disability as determined by the Board of
Directors of the Company in accordance with standards and
procedures similar to those under the Company’s employee
long-term disability plan, if any. At any time that the Company
does not maintain such a long-term disability plan, Disability
shall mean the inability of Executive, as determined by the Board,
to perform the essential functions of his regular duties and
responsibilities (with or without reasonable accommodation) due to
a medically determinable physical or mental
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illness which has lasted (or can
reasonably be expected to last) for a period of six consecutive
months.
(b) Termination by the
Company . The Company may terminate Executive’s
employment during the Employment Period with or without Cause. For
purposes of this Agreement, “Cause” shall
mean:
(i