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Exhibit 10-Z
NONCOMPETE AGREEMENT
THIS NONCOMPETE AGREEMENT
(the "Agreement") is entered into this 2nd day of
March, 2004, by and between Priority
Healthcare Corporation, an Indiana
corporation, (the "Company") and Kim K.
Rondeau (the "Employee").
Agreement
1. Employment. The parties
hereto acknowledge that the terms of the
employment of the Employee by the Company
are governed by an Employment
Agreement dated as of the date hereof, (the
"Employment Agreement"), by and
between the Employee and the Company.
2. Restrictive Covenants. In
consideration of the mutual promises contained
herein and in the Employment Agreement,
Employee agrees and promises that for a
period of one year after termination of
employment with the Company for any
reason other than termination by the
Company without cause, in which event the
period shall be six months, Employee will
not, directly or indirectly, for
Employee or any other person, firm,
corporation, entity or business:
(a)Compete with
Company. Own, manage, operate, control or otherwise be in
any
manner affiliated or connected with, or engage or participate in
the
ownership, management, operation or control of (as principal,
agent,
proprietor, partner, member, shareholder, director, trustee,
officer,
administrator, employee, consultant, independent contractor, or
otherwise), any business or entity which as one of its business
activities competes directly or indirectly with the Company within
any
county in which the Company does business; or attempt to sell,
offer or
provide to any person or entity which is a customer of the Company
a
product or service substantially similar to products or services
offered
by
the Company.
(b)Solicit Customers.
Divert or take away or attempt to divert or take
away, call on or solicit or attempt to call on or solicit any
customers,
potential customers, or prospects to which goods were sold or
services
were
rendered by Employee while he was an employee of the Company.
(c)Employees. Induce
or influence or attempt to induce or influence, any
person who is engaged
as an employee, agent, independent contractor or
otherwise by the Company to terminate his or her employment or
engagement.
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3. Severability. The parties
hereto intend that the covenants contained in
paragraph 2 shall be construed as a series
of separate covenants, one for each
county in which the Company has customers.
Except for geographic coverage, each
such separate covenant shall be deemed
identical in terms to the covenants
contained in paragraph 2. If, in any
judicial proceeding, a court shall refuse
to enforce any of the separate covenants
deemed included in this paragraph,
then this unenforceable covenant shall be
deemed eliminated from these
provisions for the purpose of those
proceedings to the extent necessary to
permit the remaining separate covenants to
be enforced.
4. Proprietary and
Confidential Information. The parties hereto acknowledge
and agree that proprietary and confidential
information means information or
material which is not generally available
to or used by others outside the
Company or the utility or value of which is
not generally known or recognized
as standard practice, whether or not the
underlying details are in t
