Exhibit 10.25
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“Agreement”) is made and entered into this 19th day of
November, 2002 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 Robert C. Weiner (hereinafter,
“Executive”).
BACKGROUND
The Company desires to engage
Executive in the 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 June 1, 2002 (the “Effective
Date”).
2. Employment . Executive is
currently employed as Vice President of Investor Relations of PSS
World Medical, Inc. The purpose of this Agreement is to set forth
the terms of Executive’s employment. Executive’s
responsibilities under this Agreement shall be in accordance with
the policies and objectives established by the Chief Executive
Officer or the Board of Directors of the Company (the
“Board”) 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 in Control occurs the Employment Period
shall be automatically extended through the later of (i) the first
anniversary of the Change in 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 $110,000, which is the base salary 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 shall review Executive’s
Base Salary annually and in its sole discretion, subject to
approval of the Board, 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 level 4 officers 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 in Control . A
“Change in 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
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“Exchange Act”)) (a
“Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of either (i) 25%
or more of the then outstanding shares of common stock of the
Company (“Company Common Stock”), or (ii) securities of
the Company representing 25% or more of the combined voting power
of the then outstanding securities of the Company eligible to vote
for the election of directors (the “Company Voting
Securities”); provided, however , that for purposes of
this subsection (a), the following acquisitions shall not
constitute a Change in Control: (w) an acquisition directly from
the Company, (x) an acquisition by the Company or any corporation
controlled by the Company, (y) an acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, or (z) any
acquisition pursuant to a Non-Qualifying Transaction (as defined in
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,
provided, however , that no individual initially elected or
nominated as a director of the Company as a result of an actual or
threatened election contest with respect to the election or removal
of directors (“Election Contest”) or other actual or
threatened solicitation of proxies or consents by or on behalf of
any Person other than the Board (“Proxy Contest”),
including by reason of any agreement intended to avoid or settle
any Election Contest or Proxy Contest, shall be deemed an Incumbent
Director; or
(c) Consummation of a
reorganization, merger or consolidation, statutory share exchange
or similar form of corporate transaction involving the Company or a
corporation controlled by the Company, or the sale or other
disposition of all or substantially all of the Company’s
assets, or the acquisition by the Company of assets or stock of
another corporation (any of such transactions, a “Business
Transaction”), unless immediately following such Business
Transaction, all of the following are true: (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 Transaction beneficially own, directly or
indirectly, more than 60% 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 Transaction (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, the
“Surviving Corporation”) in substantially the same
proportions as their ownership, immediately prior to such Business
Transaction of the outstanding Company Common Stock and outstanding
Company Voting Securities, as the case may be, and (ii) no Person
(other than (x) the Company or any subsidiary of the Company, (y)
the Surviving
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Corporation or its ultimate parent
corporation, or (z) any employee benefit plan (or related trust)
sponsored or maintained by any of the foregoing) beneficially owns,
directly or indirectly, 25% or more of the total common stock of
the Surviving Corporation or 25% or more of the combined voting
power of the then outstanding voting securities eligible to elect
directors of the Surviving Corporation, except to the extent that
such ownership existed prior to the Business Transaction, and (iii)
at least a majority of the members of the board of directors of the
Surviving Corporation were members of the Incumbent Board at the
time of the Board approval of the execution of the initial
agreement providing for such Business Transaction (any Business
Transaction which satisfies all of the criteria specified in (i),
(ii) and (iii) above shall be deemed to be a “Non-Qualifying
Transaction”).
(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 if 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
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may give 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 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
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) the willful and continued
failure of Executive to perform substantially Executive’s
duties with the Company (other than any such failure resulting from
incapacity due to physical or mental illness, and specifically
excluding any failure by Executive, after reasonable efforts, to
meet performance expectations), after a written demand for
s