Priority Healthcare Corp Sample Contracts

Priority Healthcare Corp – VOTING AGREEMENT (July 22nd, 2005)

VOTING AGREEMENT (this “Agreement”), dated as of July 21, 2005, by and among EXPRESS SCRIPTS, INC., a Delaware corporation (“Parent”), PONY ACQUISITION CORPORATION, an Indiana corporation and a wholly owned subsidiary of Parent (“Sub”), and WILLIAM E. BINDLEY, individually (in such capacity, “Mr. Bindley”) and William E. Bindley Charitable Remainder Unitrust, dated May 14, 1997, William E. Bindley Grantor Retained Annuity Trust, dated February 13, 2003, William E. Bindley Grantor Retained Annuity Trust, dated February 3, 2004, William E. Bindley Grantor Retained Annuity Trust, dated February 9, 2005 and William E. Bindley Family Grantor Retained Annuity Trust, dated May 12, 2005 (collectively, “Trusts”, and together with Mr. Bindley, the “Shareholders”).

Priority Healthcare Corp – AGREEMENT AND PLAN OF MERGER by and among EXPRESS SCRIPTS, INC., PONY ACQUISITION CORPORATION and PRIORITY HEALTHCARE CORPORATION Dated as of July 21, 2005 (July 22nd, 2005)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 21, 2005, by and among EXPRESS SCRIPTS, INC., a Delaware corporation (“Parent”), PONY ACQUISITION CORPORATION, an Indiana corporation and a wholly owned subsidiary of Parent (“Sub”), and PRIORITY HEALTHCARE CORPORATION, an Indiana corporation (the “Company”).

Priority Healthcare Corp – PRIORITY HEALTHCARE ANNOUNCES AGREEMENT TO BE ACQUIRED BY EXPRESS SCRIPTS (July 22nd, 2005)

LAKE MARY, FL, July 21, 2005—Priority Healthcare Corporation (“Priority”) (Nasdaq: PHCC) announced today the signing of a definitive agreement to be acquired by Express Scripts, Inc. (Nasdaq: ESRX) in a cash transaction for $28 per share, or $1.3 billion. Priority, headquartered near Orlando, Fla., is among the nation’s largest specialty pharmacy and distribution companies. The transaction is expected to close in the fourth quarter of 2005, subject to customary closing conditions, approval of Priority’s stockholders, and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

Priority Healthcare Corp – Change in Control Agreement (July 22nd, 2005)

This Change in Control Agreement is entered into this 21st day of July, 2005 (“Effective Date”) between Pony Acquisition Corporation (“MergerSub”), Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 (the “Company”) and Robert L. Myers (“Executive”).

Priority Healthcare Corp – Change in Control Agreement (July 22nd, 2005)

This Change in Control Agreement is entered into this 21st day of July, 2005 (“Effective Date”) between Pony Acquisition Corporation (“MergerSub”), Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 (the “Company”) and Robert L. Myers (“Executive”).

Priority Healthcare Corp – Change in Control Agreement (July 22nd, 2005)

This Change in Control Agreement is entered into this 21st day of July, 2005 (“Effective Date”) between Pony Acquisition Corporation (“MergerSub”), Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 (the “Company”) and «Name_» (“Executive”).

Priority Healthcare Corp – Change in Control Agreement (July 22nd, 2005)

This Change in Control Agreement is entered into this 21st day of July, 2005 (“Effective Date”) between Pony Acquisition Corporation (“MergerSub”), Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 (the “Company”) and «Name_» (“Executive”).

Priority Healthcare Corp – INDEMNIFICATION AGREEMENT (July 8th, 2005)

THIS AGREEMENT is made this day of , , between PRIORITY HEALTHCARE CORPORATION, an Indiana corporation (the “Corporation”), and «Name_of_Officer», an officer of the Corporation (“Officer”).

Priority Healthcare Corp – INDEMNIFICATION AGREEMENT (July 8th, 2005)

THIS AGREEMENT is made this day of , , between PRIORITY HEALTHCARE CORPORATION, an Indiana corporation (the “Corporation”), and «Name_of_Outside_Director», a director of the Corporation (“Director”).

Priority Healthcare Corp – FIFTH AMENDMENT TO PRIORITY HEALTHCARE CORPORATION 1997 STOCK OPTION AND INCENTIVE PLAN (May 20th, 2005)

WHEREAS, the Board of Directors of Priority Healthcare Corporation (the “Company”) adopted the Priority Healthcare Corporation 1997 Stock Option and Incentive Plan (the “Plan”) on August 25, 1997; and

Priority Healthcare Corp – THIRD AMENDMENT TO PRIORITY HEALTHCARE CORPORATION BROAD BASED STOCK OPTION PLAN (May 20th, 2005)

WHEREAS, the Plan was amended by the Board of Directors of the Company in certain respects not requiring shareholder approval, effective as of February 25, 1999; and

Priority Healthcare Corp – AGREEMENT (March 30th, 2005)

THIS AGREEMENT (“Agreement”) is made and entered into as of June 30, 2004, by and between Priority Healthcare Corporation (the “Company”) and Donald J. Perfetto (“Perfetto”).

Priority Healthcare Corp – AGREEMENT (March 30th, 2005)

THIS AGREEMENT (“Agreement”) is made and entered into as of June 30, 2004, by and between Priority Healthcare Corporation (the “Company”) and Robert L. Myers (“Myers”).

Priority Healthcare Corp – AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER PRIORITY HEALTHCARE CORPORATION 1997 STOCK OPTION AND INCENTIVE PLAN (November 8th, 2004)

This Agreement has been entered into as of the day of , 200 , between Priority Healthcare Corporation, an Indiana corporation (the “Company”) and [Name of Employee], an employee of the Company (the “Employee”), pursuant to the Company’s 1997 Stock Option and Incentive Plan (the “Plan”) and evidences and sets forth certain terms of the grant to the Employee pursuant to the Plan of an aggregate of shares of Restricted Stock as of the date of this Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Plan.

Priority Healthcare Corp – AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER PRIORITY HEALTHCARE CORPORATION 1997 STOCK OPTION AND INCENTIVE PLAN (May 11th, 2004)

This Agreement has been entered into as of the 31st day of March, 2004 between Priority Healthcare Corporation, an Indiana corporation (the “Company”) and Tracy Nolan, an employee of the Company (the “Employee”), pursuant to the Company’s 1997 Stock Option and Incentive Plan (the “Plan”) and evidences and sets forth certain terms of the grant to the Employee pursuant to the Plan of an aggregate of 9,000 shares of Restricted Stock as of the date of this Agreement. Capitalized terms used herein and not defined have the meanings set forth in the Plan.

Priority Healthcare Corp – Executive Employment Agreement (May 11th, 2004)

This Executive Employment Agreement is entered into this 15th day of March, 2004 (“Effective Date”) between Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 (“Company”) and Tracy Nolan, (“Executive”).

Priority Healthcare Corp – NONCOMPETE AGREEMENT (May 11th, 2004)

In exchange for options in Priority Healthcare Corporation and other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees as follows:

Priority Healthcare Corp – TO REVOLVING CREDIT AGREEMENT (March 15th, 2004)

Exhibit 4-A(ii) FIRST AMENDMENT --------------- TO REVOLVING CREDIT AGREEMENT ----------------------------- This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") is made as of February 27, 2004, by and among PRIORITY HEALTHCARE CORPORATION, an Indiana corporation (the "Borrower"), the several banks and other financial institutions (the "Lenders") that are from time to time party to the Credit Agreement (as defined below), SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent"), as Issuing Bank (the "Issuing Bank") and as swingline lender (the "Swingline Lender"). WHEREAS, the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders are party to that certain Revolving Credit Agreement, dated as of Feb

Priority Healthcare Corp – Executive Employment Agreement (March 15th, 2004)

Exhibit 10-U Executive Employment Agreement This Executive Employment Agreement is entered into this__________day of November, 2002 ("Effective Date") between Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 ("Company") and Kim K. Rondeau ("Executive"). WITNESSETH: WHEREAS, Company desires to employ Executive for the period provided for in this Agreement and the Executive is willing to accept such employment with the Company on a full-time basis, all in accordance with the terms and conditions specified in this Agreement; NOW THEREFORE, for and in consideration of ten dollars, the terms contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is affirmed by the parties by their execution of t

Priority Healthcare Corp – NONCOMPETE AGREEMENT (March 15th, 2004)

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, E

Priority Healthcare Corp – 1997 STOCK OPTION AND INCENTIVE PLAN (March 15th, 2004)

EXHIBIT 10-Y AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER PRIORITY HEALTHCARE CORPORATION 1997 STOCK OPTION AND INCENTIVE PLAN This Agreement has been entered into as of the 27th day of October, 2003 between Priority Healthcare Corporation, an Indiana corporation (the "Company") and _____________________, an employee of the Company (the "Employee"), pursuant to the Company's 1997 Stock Option and Incentive Plan (the "Plan") and evidences and sets forth certain terms of the grant to the Employee pursuant to the Plan of an aggregate of ______ shares of Restricted Stock as of the date of this Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Plan. Section 1. Receipt of Plan; Restricted Stock and this Agreement Subject to Plan. The Employee acknowledges receipt of a copy of the Plan.

Priority Healthcare Corp – REVOLVING CREDIT AGREEMENT (March 15th, 2004)

Exhibit 4-A(i) Execution Copy -------------- REVOLVING CREDIT AGREEMENT dated as of February 5, 2004 among PRIORITY HEALTHCARE CORPORATION, as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK, as Administrative Agent ================================================================================ SUNTRUST CAPITAL MARKETS, INC., as Arranger and Book Manager TABLE OF CONTENTS

Priority Healthcare Corp – NEWS Priority Healthcare Corporation (October 16th, 2003)
Priority Healthcare Corp – FOURTH AMENDMENT TO PRIORITY HEALTHCARE CORPORATION 1997 STOCK OPTION AND INCENTIVE PLAN (May 29th, 2003)

WHEREAS, the Board of Directors of Priority Healthcare Corporation (the “Company”) adopted the Priority Healthcare Corporation 1997 Stock Option and Incentive Plan (the “Plan”) on August 25, 1997; and

Priority Healthcare Corp – Nonstandardized Safe Harbor Adoption Agreement EMPLOYER INFORMATION Name of Adopting Employer Priority Healthcare Corporation Address 250 Technology Park, Suite 124 City Lake Mary State FL Zip 32746 Telephone 407-804-6700 Adopting Employer’s Federal Tax Identification Number 35-1927379 Name of Plan Priority Healthcare Corporation 401(k) Profit Sharing Plan Plan Sequence Number 001 Adopting Employer’s Fiscal Year End (specify month and day) 12/31 Account Number Type of Business (select one): ¨ Sole Proprietorship ¨ Partnership þ Corporation ¨ S Corporation ¨ Other (specify) (May 6th, 2003)
Priority Healthcare Corp – Executive Employment Agreement (March 28th, 2003)

EXHIBIT 10-T Executive Employment Agreement This Executive Employment Agreement is entered into this 20/th/ day of November, 2002 ("Effective Date") between Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 ("Company") and Rebecca M. Shanahan, ("Executive"). WITNESSETH: WHEREAS, Company desires to employ Executive for the period provided for in this Agreement and the Executive is willing to accept such employment with the Company on a full-time basis, all in accordance with the terms and conditions specified in this Agreement; NOW THEREFORE, for and in consideration of ten dollars, the terms contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is affirmed by the parties by their execution

Priority Healthcare Corp – Executive Employment Agreement (March 28th, 2003)

EXHIBIT 10-O Executive Employment Agreement This Executive Employment Agreement is entered into this 19/th/ day of November, 2002 ("Effective Date") between Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 ("Company") and Stephen M. Saft ("Executive"). WITNESSETH: WHEREAS, Company desires to employ Executive for the period provided for in this Agreement and the Executive is willing to accept such employment with the Company on a full-time basis, all in accordance with the terms and conditions specified in this Agreement; NOW THEREFORE, for and in consideration of ten dollars, the terms contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is affirmed by the parties by their execution of th

Priority Healthcare Corp – NONQUALIFIED DEFERRED COMPENSATION PLAN (March 28th, 2003)

EXHIBIT 10-S(i) NONQUALIFIED DEFERRED COMPENSATION PLAN PLAN DOCUMENT JULY 1999 TABLE OF CONTENTS PARAGRAPH PAGE --------- ---- PREAMBLE ARTICLE I DEFINITIONS 1.1 Account 1 1.2 Adoption Agreement 1 1.3 Beneficiary 1 1.4

Priority Healthcare Corp – Executive Employment Agreement (March 28th, 2003)

EXHIBIT 10-M Executive Employment Agreement This Executive Employment Agreement is entered into this 22nd day of November, 2002 ("Effective Date") between Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 ("Company") and Donald J. Perfetto, ("Executive"). WITNESSETH: WHEREAS, Company desires to employ Executive for the period provided for in this Agreement and the Executive is willing to accept such employment with the Company on a full-time basis, all in accordance with the terms and conditions specified in this Agreement; NOW THEREFORE, for and in consideration of ten dollars, the terms contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is affirmed by the parties by their execution of

Priority Healthcare Corp – PROFIT SHARING PLAN OF (March 28th, 2003)

EXHIBIT 10-Q(vii) SEVENTH AMENDMENT TO THE PROFIT SHARING PLAN OF PRIORITY HEALTHCARE CORPORATION AND AFFILIATES WHEREAS, the Company sponsors the Profit Sharing Plan of Priority Healthcare Corporation and Affiliates ("Plan"), originally effective January 1, 1999, in the form of PRISM(R) Prototype Retirement Plan and Trust as provided by the Trustee; and WHEREAS, the Company has acquired the assets of Hemophilia of the Sunshine State, Incorporated and Sunshine Wholesale, Incorporated, effective March 11, 2002 and desires to amend the Plan to grant prior service credit for eligibility and vesting purposes to former employees of Hemophilia of the Sunshine State, Incorporated and Sunshine Wholesale, Incorporated; and WHEREAS, the Company desires this change to be effective as of March 11, 2002. NOW THEREFORE, BE IT HEREBY RESOLVED that effective

Priority Healthcare Corp – RABBI TRUST AGREEMENT (March 28th, 2003)

EXHIBIT 10-S (iii) RABBI TRUST AGREEMENT TRUST AGREEMENT FOR PRIORITY HEALTHCARE CORPORATION NON-QUALIFIED DEFERRED COMPENSATION PLAN (a) This agreement made this 1st day of December, 2002, by and between Priority Healthcare Corporation (the "Company") and Delaware Management Trust Company (the "Trustee"); (b) WHEREAS, the Company has Priority Healthcare Corporation Non-Qualified Deferred Compensation Plan (the "Plan"); (c) WHEREAS, the Company has incurred or expects to incur liability under the terms of the Plan with respect to each individual participating in such Plan ("Participant" or "Participants"); (d) WHEREAS, the Company wishes to establish a Trust (hereinafter called "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of the Company's creditors in the

Priority Healthcare Corp – EXECUTIVE EMPLOYMENT AGREEMENT (March 28th, 2003)

EXHIBIT 10-F EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement is entered into this 19th day of November, 2002 ("Effective Date") between Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 ("Company") and Steve Cosler, ("Executive"). WITNESSETH: WHEREAS, Company desires to employ Executive for the period provided for in this Agreement and the Executive is willing to accept such employment with the Company on a full-time basis, all in accordance with the terms and conditions specified in this Agreement; NOW THEREFORE, for and in consideration of ten dollars, the terms contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is affirmed by the parties by their execution of this A

Priority Healthcare Corp – NONQUALIFIED DEFERRED COMPENSATION PLAN (March 28th, 2003)

EXHIBIT 10-S (ii) NONQUALIFIED DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT The Employer named below hereby establishes a Nonqualified Deferred Compensation Plan for eligible Employees as provided in this Adoption Agreement and the Plan document. I EMPLOYER INFORMATION (a) Name and Address of Employer sponsoring the Plan: Priority Healthcare Corporation 250 Technology Park, Suite 124 Lake Mary, FL 32746 (b) Telephone Number 407-804-6700 (c) Tax ID Number: 35-1927379 (d) Name of Plan: Priority Healthcare Corporation Non-Qualified Deferred Compensation Plan (e) Tax Year End: 12/31 II DEFINITIONS (a) Compensation: Compensation is used to determine the amount of Salary Deferrals a Participant can elect

Priority Healthcare Corp – Executive Employment Agreement (March 28th, 2003)

EXHIBIT 10-G Executive Employment Agreement This Executive Employment Agreement is entered into this 6/th/ day of December, 2002 ("Effective Date") between Priority Healthcare Corporation and its affiliated and subsidiary companies, with its primary offices at 250 Technology Park, Suite 124, Lake Mary, Florida 32746 ("Company") and Guy F. Bryant ("Executive"). WITNESSETH: WHEREAS, Company desires to employ Executive for the period provided for in this Agreement and the Executive is willing to accept such employment with the Company on a full-time basis, all in accordance with the terms and conditions specified in this Agreement; NOW THEREFORE, for and in consideration of ten dollars, the terms contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is affirmed by the parties by their execution of this

Priority Healthcare Corp – AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER PRIORITY HEALTHCARE CORPORATION 1997 STOCK OPTION AND INCENTIVE PLAN (October 31st, 2002)

This Agreement has been entered into as of the 21st day of October, 2002 between Priority Healthcare Corporation, an Indiana corporation (the “Company”) and , an employee of the Company (the “Employee”), pursuant to the Company’s 1997 Stock Option and Incentive Plan (the “Plan”) and evidences and sets forth certain terms of the grant to the Employee pursuant to the Plan of an aggregate of shares of Restricted Stock as of the date of this Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Plan.