Exhibit 10.2
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT (this
“Agreement”) is made and entered into July 25, 2000, by
and between Caremark Rx, Inc., a Delaware corporation
(“Employer”), and Richard Scardina
(“Officer”).
Recitals
WHEREAS, Employer desires to
continue to retain the services of Officer and Officer desires to
continue to serve Employer in the capacity of Senior Vice
President/PSD Operations; and
WHEREAS, Employer and Officer desire
to set forth the terms and conditions of Officer’s continued
employment with Employer under this Agreement.
Agreement
NOW, THEREFORE, in consideration of
the foregoing recitals and of the mutual covenants and agreements
contained in this Agreement, the parties agree as
follows:
1. Term . Employer agrees to
employ Officer, and Officer agrees to serve Employer, on an
“at will” basis for such period (such period being the
“Term”) as Employer desires to employ Officer and
Officer agrees to serve Employer. Without limiting the generality
of the foregoing sentence, Employer shall have the right to
terminate Officer at any time for any reason or no reason without
any obligation to Officer other than for Base Salary (as
hereinafter defined) earned but unpaid through the date of such
termination and for the obligations of Employer pursuant to Section
4(4) of this Agreement.
2. Employment of Officer
.
(1) Position; Duties and
Location . Employer and Officer agree that, subject to the
provisions of this Agreement, Officer will serve as Senior Vice
President/PSD Operations for Employer in the greater Chicago
area.
3. Compensation .
(1) Salary . Employer shall
pay Officer a salary in the amount of Two Hundred Thirty-eight
Thousand Five Hundred Dollars ($238,500.00) per year (pro-rated for
any partial year during the Term) (the “Base Salary”)
payable in equal Bi-weekly installments, less state and federal tax
and other legally required withholdings. The Base Salary shall be
subject to review and adjustment from time-to-time consistent with
past practice.
(2) Incentive Compensation .
During the Term, Officer shall be eligible to receive from Employer
incentive compensation in an amount equal to Fifty (50%) percent of
his annual Base Salary, less state and federal tax and other
legally required and Officer-authorized withholdings. This shall be
Officer’s incentive at achievement of 100% target and the
incentive will be eligible for enhancement pursuant to the
applicable annual Management Incentive Plan (“MIP”).
The incentive compensation contemplated by this Section 3(2) shall
be payable to Officer solely at the discretion of the Chief
Executive Officer of Employer based upon Officer’s
performance. The incentive compensation that Officer shall be
eligible to earn under this Section 3(2) shall be subject to review
and adjustment from time-to-time consistent with past
practice.
4. Benefits .
(1) Fringe Benefits . In
addition to the compensation and other remuneration provided for in
this Agreement, Officer shall be entitled, during the Term, to such
other benefits of employment with Employer as are now or may after
the date of this Agreement be in effect for employees of Employer
at the same level as Officer.
(2) Expenses . During the
Term, Employer shall reimburse Officer promptly for all reasonable
travel, entertainment, parking, business meeting and similar
expenditures in pursuit and furtherance of Employer’s
business upon receipt of reasonable supporting documentation as
required by Employer’s policies applicable to its officers
generally.
(3) Stock Options . Officer
shall participate in the stock options plans of the Company. The
opportunity for the grant of such options will be reviewed at least
annually.
(4) Termination Benefits .
Employer shall provide to Officer the applicable benefits and/or
payments set forth below.
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(a)
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Termination
by resignation, disability or death . If this Agreement is terminated due to
Officer’s voluntary resignation, disability, or his death,
then Officer shall be entitled to only those benefits and payments
he is entitled to under the Employer’s applicable controlling
benefit plans and policies. Officer shall not be entitled to any
severance or like payments.
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(b)
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Termination
for Cause . If Employer
terminates Officer’s employment for cause, then Officer shall
be entitled to only those benefits and payments he is entitled to
under the applicable controlling benefit plans and policies.
Officer shall not be entitled to any severance or like payments.
The term “Cause” shall mean Officer (i) materially
breaches any material term of this Agreement, (ii) is convicted by
a court of competent jurisdiction of a felony, (iii) refuses, fails
or neglects to perform his duties under this Agreement in a manner
substantially
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detrimental to the business of
Employer, (iv) engages in illegal or other wrongful conduct
substantially detrimental to the business or reputation of
Employer, or (v) develops or pursues interests substantially
adverse to Employer; provided , however , that in the
case of clauses (i), (iii), or (v), no such termination shall be
effective unless (1) Employer shall have given Officer 30
days’ prior written notice of any conduct or deficiency in
performance by Officer that Employer believes could, if not
discontinued or corrected, lead to Officer’s termination
under this Section 4 (4)(b) to provide Officer an opportunity to
cure such non-compliant conduct or performance, and (2) Officer
shall not have cured such non-compliant conduct or performance
during such notice period.
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(c)
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Termination
without Cause . If
Employer terminates this Agreement without cause, it shall provide
Officer with the following termination benefits: (i.) 30 days
written notice of Employer’s intention to terminate
Officer’s Agreement without cause; (ii.) A lump sum payment
equivalent to one (1) year of Officer’s current base salary;
(iii.) A lump sum payment equivalent to one (1) year of
Officer’s current annual incentive bonus; (iv.) Continued
coverage under Employer’s standard and Executive benefit
plans for one (1) year in accordance with the terms of the
applicable plans, provided, if the terms of the applicable plan
does not permit continued coverage, then Employer shall pay to
Officer the value of the applicable benefits in lump sum upon
termination of employment; and (v.) The applicable Stock Option
Plan shall control the treatment of Officer’s unexercised
stock options. As a condition precedent to receiving the payments
and benefits described in this paragraph 4 (4)(c), Officer shall be
required to execute a full release of all claims for the benefit of
Employer in a form provided exclusively by Employer. Upon execution
of this release, Em
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