Chief Legal Officer - Employment Agreement - Milan A. Sawdei

EXHIBIT 10(q)


EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is dated as of April 21, 1994 by and between BERGEN BRUNSWIG CORPORATION, a New Jersey corporation (the "Company"), and Milan A. Sawdei (the "Executive").


RECITALS
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WHEREAS, the Executive is currently employed by the Company as Executive Vice President, Chief Legal Officer and Secretary and in such capacity he has acquired outstanding and special skills and abilities and an extensive background in and knowledge of the Company's business and the industry in which it is engaged; and


WHEREAS, the Board of Directors of the Company approved the principal terms of this Agreement at a meeting of the Board of Directors on April 21, 1994; and


WHEREAS, the Company desires to be assured of the continued association and services of the Executive in order to retain for the benefit of the Company his experience, skills, abilities, background, knowledge, and to facilitate long range planning and the execution of the Company's business in the most orderly and efficient manner, and is therefore willing to engage the Executive's services upon the terms and to compensate him in the manner provided herein; and


WHEREAS, the Executive has and will continue to learn special and particular knowledge of the business of the Company and the Company desires to provide for the Executive's maintenance of the confidentiality of such proprietary information; and


WHEREAS, the Executive desires to continue in the employ of the Company upon the terms provided herein; and


WHEREAS, the Company desires to employ the Executive upon the terms provided herein.


AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:


1. Employment. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company, on the terms and conditions hereinafter set forth.


2. Effective Date and Term. The effective date of this Agreement ("Effective Date") shall be April 21, 1994. Unless sooner terminated as provided herein, the Company shall employ the Executive for a three (3) year


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term commencing on the Effective Date and expiring April 20, 1997, extended in the manner set forth in the next sentence (the "term of this Agreement"). The term of this Agreement shall automatically be extended for an additional one month period upon the completion of each one-month period of service provided by the Executive under this Agreement unless notice is given by either the Executive or the Company to the other, at least 30 days prior to the expiration of such one-month period, that such party does not wish to extend the term of this Agreement, in which case the term of this Agreement shall expire at the end of the last month through which this Agreement had previously been extended. The date upon which this Agreement terminates in accordance with this Section 2 shall be referred to herein as the "Expiration Date".


3. Position and Duties. During the term of this Agreement, the Executive and the Company agree:


(a) Position. The Executive shall during the term of this Agreement serve as Executive Vice President, Chief Legal Officer and Secretary ("Chief Legal Officer") and, as such, the Executive hereby promises to perform and discharge well and faithfully the duties that may be assigned to him from time to time that are appropriate for a Chief Legal Officer of an organization the size of the Company that is engaged in the type of business engaged in by the Company, and the Company agrees to assign to him only such duties. As Chief Legal Officer, the Executive shall report to the Company's Board of Directors ("Board" or "Board of Directors"), to any committee of the Board ("Committee of the Board") that the Board may establish and direct the Executive to report to, or to such other senior corporate officer of the Company as the Board or Committee of the Board may designate; provided that the person or persons to whom Executive reports is at least at the same level of importance or responsibility within the Company as the person or persons to whom Executive is reporting as of the Effective Date.


(b) Full Time Employment. The Executive shall devote his time, attention and effort during regular business hours to the business of the Company and shall not during the term of this Agreement be engaged in any other substantial business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from investing his personal assets in businesses which do not compete with the Company in such form or manner as will not require substantial services on the part of the Executive in the operation of the affairs of the companies in which such investments are made. Notwithstanding the foregoing, the Executive may purchase securities in any corporation whose securities are regularly traded, provided that such purchases shall not result in his owning beneficially at any time more than 1% of any class of securities of any corporation engaged in a business competitive with that of the Company.


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4. Place of Performance. In connection with his employment under this Agreement, the Executive shall be based at the Executive's employment location as of the Effective Date or such other location to which he may be assigned within a radius of 25 miles of said location. The Executive shall not be required to travel outside of said 25 mile radius on anything other than infrequent business trips of short duration reasonably required in the performance of the Executive's responsibilities.


5. Compensation. As remuneration to the Executive for his services hereunder, the Company shall compensate the Executive as follows:


(a) Base Salary. Commencing on the Effective Date, the Executive shall receive a bi-weekly base salary (as may be adjusted from time to time, the "Base Salary") of $6,153.85 payable in conformity with the Company's then current payroll practice as modified from time to time. The Base Salary will be reviewed annually by the same person or persons who conduct such review as of the Effective Date (or a person or persons at the same level of importance or responsibility within the Company) prior to the end of the Company's fiscal year, and shall be increased as a result of said review if and to the extent such person or persons, in his(their) sole discretion may determine. In no event, however, shall the Base Salary be reduced below the previous year's annual Base Salary at anytime during the term of this Agreement.


(b) Bonus. The Company shall pay to the Executive such annual bonus as may be determined by the person or persons who conduct such review as of the Effective Date (or a person or persons at the same level of importance or responsibility within the Company) in accordance with the criteria used by the Company for its senior executives at the same level of importance as Executive on the Effective Date; provided however that in no event shall such annual bonus be less than 50 percent (50%) of the average of the Executive's previous two annual bonuses. In the event Executive has not been employed with the Company for two years, the minimal bonus shall be calculated using fifty percent (50%) of the last bonus awarded to the Executive.


(c) Expenses. The Executive shall be entitled to receive prompt reimbursement, in accordance with the Company's expense reimbursement policies applicable to senior executives of the Company at the same level of importance as Executive on the Effective Date, for all reasonable travel and other expenses incurred by Executive.


(d) Employee Benefit Programs. The Executive shall be entitled to participate in all employee health and benefit programs of the Company from time to time in effect for senior executives of the Company at the same level of importance as Executive as of the Effective Date, including, but not limited to, health, life, disability and dental insurance and retirement plan benefit


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programs, subject to a determination of Executive's eligibility under the terms of said plans and otherwise in accordance with their respective terms.


(e) Automobile Allowance. The Company shall provide to the Executive a minimum automobile allowance of $800.00 per month, which shall be reviewed and increased as necessary to remain comparable with the automobile allowances of senior executives of the Company at the same level of importance as Executive as of the Effective Date.


(f) Vacation. The Executive shall be entitled to no less than three weeks of paid vacation for each twelve-month period. Vacation days taken during the Executive's term of employment will be charged to Executive's then accrued days and recompensed at Executive's then current daily Base Salary rate. The Executive shall receive no compensation for accrued and unused vacation days. The Executive may not accrue and carryover to the next fiscal year of the Company more than three (3) weeks vacation.


(g) Holidays. The Executive will be entitled to all paid holidays given the Company's employees.


(h) Sick Pay. The Executive shall be entitled to paid noncumulative sick leave for the duration of the illness so long as the Executive does not become disabled under the provisions of subsection 6(b).


(i) Car Telephone/Insurance. The Executive shall be reimbursed for the monthly charges for a car telephone and all toll charges incurred thereon and the Company shall provide Executive with comprehensive automobile insurance for Executive's primary automobile.


(j) Financial Planning. The Executive shall be entitled to be promptly reimbursed each year for tax and estate planning services provided by a certified public accounting or law firm, or both.


(k) Home Security System. The Executive shall be entitled to be promptly reimbursed for the installation of a home security system and all monthly charges associated therewith.


(l) Retired Officer Program. Executive shall be entitled to participate in all the benefits granted under the Company's Retired Officers Health Program.


(m) Other. The Executive shall be entitled to receive and/or participate in all other benefits and programs made available, from time to time, to other senior executives of the Company at the same level of importance as Executive as of the Effective Date.


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