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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employee Retention Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT | Document Parties: McKesson Corporation You are currently viewing:
This Employee Retention Agreement involves

McKesson Corporation

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Title: AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Governing Law: Georgia     Date: 10/29/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, Parties: mckesson corporation
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EXHIBIT 10.11

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of November 1, 2008 (the “Effective Date”), is by and between McKesson Corporation (the “Company”), a Delaware corporation with its principal office at One Post Street, San Francisco, California, and Pamela J. Pure (“Executive”).

RECITALS

     A. WHEREAS, Executive and the Company have previously entered into that certain Employment Agreement dated as of April 1, 2004 (the “Prior Employment Agreement”);

     B. WHEREAS, Executive and the Company have previously amended and restated the terms of the Prior Employment Agreement, effective as of November 1, 2006;

     C. WHEREAS, the Company, in its business, develops and uses certain Confidential Information (as defined in Paragraph 7(b)(iii) below). Such Confidential Information will necessarily be communicated to or acquired by Executive by virtue of her 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;

     D. WHEREAS, 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; and

     E. WHEREAS, Executive and the Company wish to amend and restate the terms of the Agreement to comply with the final regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and preserve deductibility of certain compensation under Section 162(m) of the Code in accordance with Revenue Ruling 2008-13.

     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 below.

2. Position and Responsibilities . During the period of her employment hereunder, Executive agrees to serve the Company, and the Company shall employ Executive, as Executive Vice President and President, McKesson Technology Solutions, or in such other senior corporate executive capacity or capacities as may be specified from time to time by the Chief Executive Officer of the Company (the “Chief Executive Officer”).

 


 

3. Term and Duties .

     (a)  Term of Employment . The period of Executive’s employment under this Agreement shall be deemed to have commenced on the date of this Agreement and shall continue until the third (3 rd ) anniversary of the Effective Date, unless terminated earlier in accordance with Paragraphs 6-9 below; provided, however, that the term of this Agreement shall automatically be extended for one (1) additional year on each anniversary of the Effective Date, unless terminated earlier in accordance with Paragraph 8 below (the “Term”).

     (b)  Duties . During the period of her employment hereunder and except for illness, reasonable vacation periods and reasonable leaves of absence, Executive shall devote her best efforts and all her business time, attention and skill 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 adversely affect the performance of Executive’s duties pursuant to this Agreement. The Company shall retain full direction and control of the means and methods by which Executive performs the services for which she is employed hereunder. The services which are to be employed by Executive hereunder are to be rendered in the State of Georgia, or in such other place or places in the United States or elsewhere as may be determined from time to time by the Board.

4. Compensation and Reimbursement of Expenses .

     (a)  Compensation . During the period of her 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 Seven Hundred Sixty-Six Thousand Dollars ($776,000) 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 her yearly by the Board (or any duly authorized Committee thereof). For purposes of the MIP (as defined in Paragraph 5 below), for each of the Company’s fiscal years ending during the Term of this Agreement, Executive’s Individual Target Award (as defined in the MIP) shall be ninety percent (90%) of her base salary for the applicable Year (as defined in the MIP). Executive shall also receive a Mortgage Allowance of Two Thousand Six Hundred Forty-Six Dollars and Four Cents ($2,646.04), which amount will be paid in a lump sum each month through February 2013, or termination of employment, if earlier, provided that her current residence remains her principal residence.

     (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 performing her obligations hereunder; provided, however, any such expenses eligible for reimbursement that are taxable to Executive and incurred during the course

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of Executive’s employment may not affect the expenses eligible for reimbursement in any other taxable year.

5. Other Benefits . During the period of her employment hereunder, Executive shall be entitled to receive all other benefits of employment generally available to other members of the Company’s senior management and those benefits for which key executives are or shall become eligible, when and as she becomes eligible therefore, including without limitation, 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, Company-sponsored medical plan, Management Incentive Plan (“MIP”), Executive Benefit Retirement Plan (“EBRP”), Executive Survivor Benefits Plan (“ESBP”), Long-Term Incentive Plan, Employee Stock Purchase Plan, and the 1994 Stock Option and Restricted Stock Plan, the 1999 Stock Option and Restricted Stock Plan, the 2005 Stock Plan and any other similar plan or arrangement (collectively, the “Stock Incentive Plans).

6. Benefits Payable Upon Disability or Death .

     (a)  Disability Benefits . If, during the term of this Agreement, Executive sustains a disability, as defined in Treasury Regulation section 1.409A-3(i)(4)(i) or -3(i)(4)(iii), the Company shall continue to pay Executive her then current salary hereunder at the time of the regular payroll schedule during the period of such disability or, if less, for a period of twelve (12) calendar months, at which time the Company’s obligations hereunder shall cease and terminate.

     (b)  Death Benefits . In the event of the death of Executive during the Term of this Agreement, Executive’s salary payable hereunder shall continue to be paid to Executive’s surviving spouse or, if there is no spouse surviving, then to Executive’s designee or representative (as the case may be) at the time of the regular payroll schedule through the six-month period following the end of the calendar month in which Executive’s death occurs. Thereafter, all of the Company’s obligations hereunder shall cease and terminate.

     (c)  Other Plans . The provisions of this Paragraph 6 shall not affect any rights of Executive’s heirs, administrators, executors, legatees, beneficiaries or assigns under the Company’s Profit-Sharing Investment Plan, EBRP, ESBP, Stock Incentive Plans, any Employee Stock Purchase Plan or any other employee benefit plan of the Company, and any such rights shall be governed by the terms of the respective plans.

7. Obligations of Executive During and After Employment .

     (a)  Noncompetition . Executive agrees that during the term of her employment hereunder, that she will work exclusively for and devote her substantial working energies solely to the benefit of the Company. Executive further agrees that for a period of two (2) years following the termination of her employment for whatever reason, that Executive will not perform, in any state of the United States of America, any like or similar services that Executive performed during the course of her employment with Company, for any competitor of Company. Executive agrees that, at the time of execution of this Agreement, (1) the Company is currently conducting or planning to solicit and conduct business in each of the states of the United States of America, and (2) that she has direct or indirect supervisory responsibilities for such conduct or plans in each such state.

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     (b)  Trade Secret and Confidential Information . Executive acknowledges and agrees that, during the course of her employment, Executive will have produced and/or have access to trade secrets and Confidential Information (as defined below), of the Company and that the unauthorized use or disclosure of any of such trade secrets and Confidential Information would harm the Company.

          (i) Trade Secrets . Executive promises and agrees to take all reasonable steps to maintain and protect the trade secrets of the Company and its affiliates during and after Executive’s employment with the Company. Executive further agrees not to use or disclose any trade secret of the Company and its affiliates after the termination of her employment.

          (ii) Confidential Information . Executive promises and agrees to take all reasonable steps to maintain and protect the Confidential Information (as defined below) of the Company during and for a period of three (3) years after Executive’s employment with the Company. Executive further agrees not to use or disclose any Confidential Information of the Company for a three-year period after the termination of her employment with the Company. Therefore subject to these restrictions, Executive agrees to hold in confidence and not, directly or indirectly, disclose, use, copy or make lists of any such information, except to the extent expressly authorized by the Company in writing or as required by law. All records, files, drawings, documents, equipment, and the like, or copies thereof, relating to the Company’s business which Executive shall prepare, use, or come into contact with, shall be and remain the sole property of the Company, and shall not be removed (except to allow Executive to perform her responsibilities hereunder while traveling for business purposes or otherwise working away from her office) from the Company’s premises without its prior written consent, and shall be promptly returned to the Company upon termination of employment with the Company. This Paragraph 7 (b) shall survive the termination or expiration of this Agreement.

          (iii) Confidential Information Defined . For purposes of this Agreement, “Confidential Information” excludes trade secrets of the Company, but includes all other information (whether reduced to written, electronic, magnetic or other tangible form) acquired in any way by Executive during the course of her employment with the Company concerning the products, projects, activities, business or affairs of the Company, or the Company’s customers, including without limitation, (i) all information concerning computer programs, system documentation, special hardware, product hardware, related software development, manuals, formulae, processes, methods, machines, compositions, ideas, improvements or inventions of the Company and its affiliated companies, (ii) all sales and financial information concerning the Company and its affiliated companies, (iii) all customer and supplier lists of the Company and its affiliated companies, (iv) all information concerning products or projects under development by the Company or any of its affiliated companies or marketing plans for any of those products or projects, and (v) all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or any of its affiliated companies which was furnished to her by the Company or any of its agents or customers; provided, however, that Confidential Information does not include information which (A) becomes available to the public other than as a result of a disclosure by Executive, (B) was available to her on a non-confidential basis

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outside of her employment with the Company, or (C) becomes available to her on a non-confidential basis from a source other than the Company or any of its agents, creditors, suppliers, lessors, lessees or customers.

     (c)  Non-solicitation of Employees . Executive agrees that for a period of two (2) years following the termination of Executive’s employment for any reason, that Executive will not solicit, recruit or hire any employee of Company with whom Executive had business contact or about whom Executive had access to Confidential Information regarding the employee’s pay, performance, duties or customer contacts.

     (d)  Non-solicitation of Customers . Executive recognizes and acknowledges that it is essential for the proper protection of the business of the Company that Executive be restrained for a reasonable period following the termination of Executive’s employment with the Company from soliciting customers of the Company. Executive agrees for a period of two (2) years following the termination of Executive’s employment for whatever reason, that Executive will not solicit for any competitive purpose the customers of Company, such customers shall be limited to those customers with whom Executive had material personal, business contact within the last three years of Executive’s employment with Company.

     (e)  Remedy for Breach . Executive agrees that in the event of a breach or threatened breach of any of the covenants contained in this Paragraph 7, the Company shall have the right and remedy to have such covenants specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any material breach of any of the covenants will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.

     (f)  Blue-Penciling . Executive acknowledges and agrees that the noncompetition and nonsolicitation provisions contained herein are reasonable and valid in geographic, temporal and subject matter scope and in all other respects, and do not impose limitations greater than are necessary to protect the goodwill, Confidential Information and other business interests of the Company. Nevertheless, if any court determines that any of said noncompetition and other restrictive covenants and agreements, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable to the maximum extent permitted by applicable law.

     (g)  Mutual Dependence . Executive understands and agrees that her full compliance with Section 7 of this Agreement is an express condition for and mutually dependent upon the obligations of the Company to pay Executive her compensation and benefits, including severance pay, during the remainder of the Term. Executive further understands and agrees that in the event that any provisions of Section 7


 
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