EXHIBIT 10.25
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (the
“Agreement”) is made and entered into this 1
st day of June, 1999 by and between OMNICARE MANAGEMENT
COMPANY, INC. (the “Company”) and JEFFREY M. STAMPS,
R.Ph. (“Employee”).
WHEREAS, Omnicare Management
Company, Inc. desires to employ Employee effective June 1, 1999,
under the terms and conditions of this Agreement for the purposes
of providing services in connection with the institutional pharmacy
business and other businesses (referred to-collectively as the
“Business”) conducted by Omnicare Management Company,
Inc. and its affiliated and subsidiary companies (collectively
referred to as “Omnicare”), and Employee desires to be
employed for that purpose;
THEREFORE, in consideration of
these recitals and the mutual covenants and agreements hereinafter
set forth, the parties hereto agree as follows:
SECTION 1. EMPLOYMENT
1.1 Duties . Effective June
1, 1999, the Company shall employ Employee as Senior Regional Vice
President of Operations for the term of this Agreement. Employee
shall have such duties as may from time to time be assigned to him
by the Board of Directors of the Company (“Board of
Directors”) or its designee.
1.2 Performance . Employee
shall devote his exclusive and full professional time and attention
to his duties as an employee of the Company and shall perform such
duties in an efficient, trustworthy and businesslike manner.
Employee will not render to others any service of any kind for
compensation with the exception of activities which are approved in
writing by the Board of Directors or its designee.
SECTION 2. COMPENSATION, BENEFITS AND EXPENSES
2.1 Base Salary . The
Company shall pay to Employee a salary (“Base Salary”)
of $190,000 per annum payable in equal bi-weekly installments, or
more frequently if the Board of Directors determines that such
salary shall be paid in more frequent installments.
Employee’s Base Salary will be reviewed every 14 months, and
may be adjusted at the Company’s discretion taking into
consideration Employee’s performance, Company performance and
general economic conditions.
2.2 Executive Benefits
Program . Employee will be eligible to participate in the
benefits program provided by the Company to its senior executives.
In addition, commencing in 1996 the Company will contribute
annually an amount equal to 6% of Employee’s Base Salary plus
cash bonus to a Rabbi Trust which will vest in five equal annual
installments commencing one year following the date each such
contribution should be made, such contribution will be credited at
least 120 days after the end of each calendar year.
2.3 Reimbursement of Business
Expenses . The Company shall reimburse Employee for all
authorized, ordinary and necessary business expenses incurred by
him in connection with the Business. Reimbursement of such expenses
shall be paid upon submission by Employee to the Company of
vouchers itemizing such expenses in a form satisfactory to the
Company, properly identifying the nature and business purpose of
any expenditures pursuant to the expense policy of the Company.
2.4 Annual Bonus . Employee
shall be eligible to receive a target bonus ranging from a minimum
of 52.6% up to a maximum of 131.6% of Employee’s base pay of
$190,000. The amount of the bonus shall be based upon the
achievement by Employee of operating profit (including rebates but
before goodwill amortization) goals set for Employee by the
President and Executive Vice President of Operations. In no event
will Employee’s bonus be less than $75,000.
SECTION 3. TERM OF EMPLOYMENT
3.1 Term . The initial term
of employment of Employee pursuant to this Agreement shall commence
on June 1, 1999, and shall continue for a period of three years,
until May 31, 2002. This Agreement will automatically renew at the
end of the initial term for an additional one year term, and shall
continue to automatically renew for successive one year terms,
unless at least 90 days prior to the end of any of any term, either
party notifies the other of his or its intention not to renew.
Notwithstanding the foregoing, this Agreement may be terminated at
any time as described in Sections 3.2 through 3.5 hereof.
3.2 Termination by the Company
for Cause . The Company shall have the right to terminate this
Agreement by written notice for the following causes (a
“Termination for Cause”):
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(a)
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Conduct which is materially detrimental to the Company’s
reputation, goodwill or business operations;
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(b)
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Gross or habitual neglect of Employee’s duties or
obligations or breach of such duties, or misconduct in discharging
such duties;
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(c)
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Employee’s repeated absence from his duties without the
consent of the Executive Vice President of Operations of the
Company;
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(d)
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Employee’s failure or refusal to comply with the policies,
standards and regulations of the Company or to follow the
directions of the President of the Company in complying with those
policies, standards and regulations;
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(e)
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Breach or threatened breach of the restrictive covenants set
forth in Section 5 of this Agreement;
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(f)
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Commission by Employee of any act of fraud or dishonesty;
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(g)
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Conviction of Employee for, or entry of a plea of guilty or nolo
contendere by Employee with respect to, any criminal act.
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Upon any Termination for Cause,
all payments to Employee under Section 2 of this Agreement shall
cease immediately, with the exception of reimbursement of
authorized, ordinary and necessary business expenses already
incurred, and any compensation already earned or vested as of that
date.
3.3 Termination by the Company
Due to Disability or Death . Employee acknowledges that his
duties pursuant to this Agreement, including without limitation
Section 1.1, constitute the essential functions of his job. If
Employee is unable to perform his duties under this Agreement by
reason of illness or other physical or mental disability, the
Company may notify him that an event of disability (“Event of
Disability”) exists, whereupon, provided he remains disabled,
Employee shall continue to receive the compensation described in
Section 2 hereof for a period of three months after the date of the
Event of Disability. Such payments shall be reduced by any
disability payment to which Employee may be entitled in lieu of
such compensation, but not by any disability payment for which
Employee has privately contracted without the Company’s
involvement. At the expiration of the three month period, payment
of such compensation pursuant to Section 2 shall cease and this
Agreement may be terminated by the Company, at its sole discretion.
The term “disability” as used herein shall mean a
condition which prohibits Employee from performing his duties under
this Agreement with reasonable accommodation which he may request.
If Employee should die before the termination of this Agreement,
his compensation under Section 2 hereof shall terminate upon the
date of his death, with the exception of reimbursement of
authorized, ordinary and necessary business expenses already
incurred, and any compensation already earned or vested as of that
date.
3.4 Termination by the Company
for Reasons Other Than With Cause . The Company shall have the
right to terminate this Agreement without cause upon thirty (30)
days written notice to Employee. If the Company terminates this
Agreement without cause, Employee shall receive his Base Salary as
that term is defined in Section 2.1 of this Agreement until the
date of the expiration of this Agreement, but in no event less than
a period of 18 months, and the Rabbi Trust contributions Employee
has received pursuant to Section 2.2 shall vest immediately upon
termination. In the event of termination without cause, Employee
acknowledges that the Company shall have no obligations or lia
