Chief Compliance Officer - Employment Agreement - Delora Jamison

Exhibit 10.10
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C. D. SMITH DRUG COMPANY
EMPLOYMENT AGREEMENT
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This Employment Agreement is effective as of March 1, 1997, and is executed as of July 8, 1997 by and between C.D. SMITH DRUG COMPANY, a Missouri corporation (the "Company") and Delora Jamison (the "Executive").


WHEREAS, the Company believes it to be in its best interest to provide for continuity of management and to provide protection for its valuable trade secrets and confidential information; and


WHEREAS, the Company desires to employ the Executive and the Executive is willing to render his services to the Company on the terms and conditions with respect to such employment hereinafter set forth.


NOW, THEREFORE, in consideration of premises and the mutual terms and conditions hereof, the Company and the Executive hereby agree as follows:


1. Employment. The Company hereby employs the Executive and the Executive hereby accepts employment with the Company upon the terms and conditions hereinafter set forth.


2. Exclusive Services. The Executive shall devote all necessary working time, ability and attention to the business of the Company during the term of this Agreement and shall not, directly or indirectly, render any material services to any business, corporation, or organization whether for compensation or otherwise, without the prior knowledge of the Board of Directors of the Company (hereinafter referred to as the "Board").


3. Duties. The Executive is hereby employed as Chief Compliance Officer of C.D. Smith Drug Co. and shall render her services at the principal business offices of the Company, as such may be located from time to time, unless otherwise agreed between the Board and the Executive. The Executive shall have such authority and shall perform such duties as are specified by the Company for the office of Chief Compliance Officer subject, however, to such limitations, instructions, directions, and control as the Board may specify from time to time in its sole discretion.


4. Term. This Agreement shall have an initial term through February 28, 2000, and shall renew for successive one year terms thereafter unless either party gives notice of nonrenewal of at least 60 days prior to the end of the initial term or of any renewal term; provided, however, that this Agreement is always subject to termination as provided in Paragraph 13, below.


5. Compensation. As compensation for her services rendered under this Agreement, the Executive shall be entitled to receive the initial compensation set forth on the attached Executive Individual Salary and Incentive Plan Schedule. The Base Salary component of the compensation shall not be reduced by the Company during the term hereof except in accordance with a general Base Salary reduction implemented across all executive level positions.


a. Base Salary. Base salary shall be paid in 26 equal installments
during the term of this Agreement, prorated for any partial employment
month. Such salary ("Base Salary") may be increased (but not decreased
except as provided above) by the Board in its sole discretion.


b. Additional Compensation. The Executive shall be paid such
additional compensation and bonuses, as may be determined and authorized in
the sole discretion of Board.


6. Benefits. In addition to the compensation to be paid to the Executive pursuant to Paragraph 5 hereof, the Executive shall further be entitled to receive the following:


a. Participation in Employee Plans. The Executive shall be entitled
to participate in any health, disability, group term life insurance plan,
any pension, retirement or profit sharing plan, executive bonus plan or any
other fringe benefits which may be extended generally from time to time to
senior management employees of the Company. In addition, the Executive
shall be entitled to the supplemental benefits described on the attached
Supplemental Benefits Schedule.


b. Disability Salary Continuation. If the Executive becomes disabled
during the term of this Agreement, the Company shall continue to pay the
Executive his Base Salary during the first 90 day period of such disability
and shall continue to pay the Executive, but at the rate of forty percent
(40%) of his Base Salary, for second 90 day period of such disability.
"Disability" as used herein shall have the same meaning as given that term
in the long term disability insurance policy of the Company as in effect
from time to time. All payments under this Paragraph shall cease upon the
expiration or other termination of this Agreement or of the Executive's
employment.


c. Vacation. The Executive shall be entitled to three weeks vacation
in full salary and benefits each year, measured from the anniversary of his
original employment with the Company. No cash or other payment will be due,
however, for unused vacation and vacation may not be carried over from each
such year to the next.


7. Reimbursement of Expenses. Subject to such rules and procedures as from time to time are specified by the Company, the Company shall reimburse the Executive on a monthly basis for reasonable business expenses necessarily incurred in the performance of his duties under this Agreement.


8. Confidentiality/Trade Secrets. The Executive acknowledges that her position with the Company is one of the highest trust and confidence both by reason of her position and by reason of her access to and contract with the trade secrets and confidential and proprietary business information of the Company and its affiliates. Both during the term of this Agreement and thereafter, the Executive covenants and agrees as follows:


a. she shall use her best efforts and exercise utmost diligence to
protect and safeguard the trade secrets and confidential and proprietary
information of the Company and its affiliates including but not limited
to the identity of its customers and suppliers, its arrangements with
customers and suppliers, and its technical and financial data, records,
compilations of information, processes, recipes and specifications
relating to its customers, suppliers, products and services;


b. she shall not disclose any of such trade secrets and confidential
and proprietary information, except as may be required in the course of her
employment with the Company or by law; and


c. she shall not use, directly or indirectly, for her own benefit or
for the benefit of another, any of such trade secrets and confidential and
proprietary information.


All files, records, documents, drawings, specifications, memoranda, notes, or other documents relating to the business of the Company and its affiliates, whether prepared by the Executive or otherwise coming into his possession, shall be the exclusive property of the Company and its affiliates and shall be delivered to the Company and not retained by the Executive upon termination of his employment for any reason whatsoever or any other time upon request of the Board.


9. Discoveries. The Executive covenants and agrees that she will fully
inform the Company of and disclose to the Company all inventions, designs,
improvements, discoveries and pro ...