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Exhibit 10.32
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
THIS AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (the "Agreement"), dated as of
November 1, 2006 (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 Paul C. Julian ("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 wish to amend and restate the terms of Executive’s
employment with the Company, as set forth herein;
C. 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
D. 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 Executive Vice President and
Group President, 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.
Terms 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
anniversary of the Effective Date; 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 his employment hereunder and
except for illness, reasonable vacation periods and reasonable
leaves of absence, Executive shall devote his best efforts and all
his 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 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 he is employed
hereunder. The services which are to be employed by Executive
hereunder are to be rendered in the State of California, or in such
other place or places in the United States or elsewhere as may be
determined from time to time by the Board, but are to be rendered
primarily at the headquarters of the Company in San Francisco,
California.
4.
Compensation and Reimbursement of Expenses .
(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 Eight Hundred Forty Thousand, Eight Hundred and Twenty-Nine
Dollars ($840,829) 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 paragraph 5 below), for each of the Company’s
fiscal years ending during the term of this Agreement,
Executive’s Individual Target Award shall be 100% during
fiscal year 2007 and 110% thereafter of his base salary for the
applicable Year (as defined in the MIP).
(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 his obligations hereunder.
5.
Other Benefits . During the period of his 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 he 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, Employee Stock
Purchase Plan, Executive Medical Plan, Management Incentive Plan
("MIP"), Executive Benefit Retirement Plan ("EBRP"), Executive
Survivor Benefits Plan
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("ESBP"), Stock Purchase Plan and 1994 Stock Option and
Restricted Stock Plan (or any other similar plan or
arrangement).
6.
Benefits Payable Upon Disability or Death .
(a)
Disability Benefits . If, during the term of this Agreement,
Executive shall be prevented from properly performing services
hereunder by reason of his illness or other physical or mental
incapacity, the Company shall continue to pay Executive his then
current salary hereunder during the period of such disability or,
if less, for a period of (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)
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, 1994
Stock Option and Restricted Stock Plan (or any other similar plan
or arrangement), any 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
his employment hereunder, and for the "Noncompetition Period" (as
hereinafter defined) thereafter following the termination of
Executive’s employment with the Company for any reason, he
will not, within the United States, participate, engage or have any
interest in, directly or indirectly, any person, firm, corporation,
or business (where as an employee, officer, director, agent,
creditor, or consultant or in any capacity which calls for the
rendering of personal services, advice, acts of management,
operation or control) which carries on any business or activity
competitive with the Company or any affiliated company (including,
without limitation, any products or services sold, investigated,
developed or otherwise pursued by the Company or any affiliated
company at any time or from time to time) without the prior written
consent of the Chief Executive Officer. For purposes of this
Paragraph 7(a), the "Noncompetition Period" shall be deemed to
be the period during which Executive is receiving salary
continuation payments hereunder. Should Executive violate his
obligations under this Paragraph 7(a), any further salary
continuation payments or other severance benefits shall immediately
cease. This Paragraph 7(a) shall survive the termination or
expiration of this Agreement.
(b)
Unauthorized Use of Confidential Information . Executive
acknowledges and agrees that (i) during the course of his
employment Executive will have produced and/or have access to
Confidential Information (as defined in subparagraph
(c) hereof), of the Company and its affiliated companies, and
(ii) the unauthorized use or sale of any of such
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confidential or proprietary information at any time would harm
the Company and would constitute unfair competition with the
Company either during or after the term of this Agreement.
Therefore, during and subsequent to his employment by the Company
and its affiliated companies, 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, or the
business of any of its affiliated companies, 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 his responsibilities hereunder while
traveling for business purposes or otherwise working away from his
office) from the Company’s or the affiliated company’s
premises without its prior written consent, and shall be promptly
returned to the Company upon termination of employment with the
Company and its affiliated companies. This Paragraph 7
(b) shall survive the termination or expiration of this
Agreement.
(c)
Confidential Information Defined . For purposes of this
Agreement, "Confidential Information" means all information
(whether reduced to written, electronic, magnetic or other tangible
form) acquired in any way by Executive during the course of his
employment with the Company or any of its affiliated companies
concerning the products, projects, activities, business or affairs
of the Company and its affiliated companies, or the Company’s
or any of its affiliated company’s customers, including
without limitation, (i) all information concerning trade
secrets of the Company and its affiliated companies, including
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 him 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 him on a
non-confidential basis outside of his employment with the Company,
or (C) becomes available to him on a non-confidential basis
from a source other than the Company or any of its agents,
creditors, suppliers, lessors, lessees or customers.
(d)
Nonsolicitation of Employees . Executive recognizes and
acknowledges that it is essential for the proper protection of the
business of the Company and its affiliated companies that Executive
be restrained for a reasonable period following the termination of
Executive’s employment with the Company and its affiliated
companies from (i) soliciting or inducing any employee of the
Company or any of its affiliated companies to leave the employ of
the Company or any of its affiliated companies, and
(ii) hiring or attempting to hire any employee of the Company
or any of its affiliated companies. Accordingly, Executive agrees
that during the term of his employment hereunder, and for the
Nonsolicitation Period thereafter following the termination of
Executive’s employment with the Company and its affiliated
companies for any reason, Executive shall not, directly or
indirectly, hire, solicit, aid in
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or encourage the hiring and/or solicitation of, contract with,
aid in or encourage the contracting with, or induce or encourage to
leave the employment of the Company or any its affiliated companies
any employee of the Company or any of its affiliated Companies. For
purposes of this Paragraph 7(d), the "Nonsolicitation Period"
shall be deemed to be the longer of (i) two (2) years
following termination of Executive’s employment for any
reason, or (ii) the period during which Executive is receiving
salary continuation payments hereunder. Should Executive violate
his obligations under this Paragraph 7(d), any further salary
continuation payments or other severance benefits shall immediately
cease. This Paragraph 7(d) shall survive the termination or
expiration of this Agreement.
(e)
Nonsolicitation of Customers . Executive recognizes and
acknowledges that it is essential for the proper protection of the
business of the Company and its affiliated companies that Executive
be restrained for a reasonable period following the termination of
Executive’s employment with the Company and its affiliated
companies from soliciting the trade of or trading with the
customers of the Company or any of its affiliated companies for any
competitive business purpose. Accordingly, Executive agrees that
during the term of his employment hereunder, and for the
Nonsolicitation Period thereafter following the termination of
Executive’s employment with the Company and its affiliated
companies for any reason, Executive shall not, directly or
indirectly, solicit, aid in or encourage the solicitation of,
contract with, aid in or encourage the contracting with, service,
or contact any person or entity which is, or was, within three
years prior to the termination of Executive’s emplo
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