Exhibit 10.14a
AMENDMENT TO EMPLOYMENT AGREEMENT
with XXXX X. XXXXX, XX.
This AMENDMENT (the "Amendment"), effective as of April 17, 2000, by and
between PSS World Medical, Inc., a Florida corporation (the "Company"), and Xxxx
X. Xxxx, Xx. ("Executive"), amends that certain Employment Agreement, dated as
of the date indicated below, by and between the Company and Executive, as
heretofore amended (the "Employment Agreement").
In consideration of the mutual promises and covenants herein contained, the
parties hereto agree as follows:
1. Section 3 of the Employment Agreement is hereby amended by adding the
following sentence at the end thereof:
"Notwithstanding the foregoing, if a Change of Control occurs the
Employment Period shall be automatically extended through the later of (i) the
third anniversary of the Change of Control, or (ii) the normal expiration of the
then-current term, including any prior extensions."
2. Section 6 of the Employment Agreement is hereby amended by deleting in
its entirety the definition of Change of Control and substituting therefor the
following:
A "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
35% or more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however,
that for purposes of this subsection (a), the following acquisitions shall
not constitute a Change of Control: (i) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company, or (ii) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii)
and (iii) of subsection (c) of this definition; or
(b) Individuals who, as of the Effective Date, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of
a Person other than the Board; or
(c) Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or
indirectly, more than 80% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (ii) no Person
(excluding the Company or any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 35% or more of the combined
voting power of the then outstanding voting securities of such corporation
resulting from such Business Combination except to the extent that such
ownership existed prior to the Business Combination, and (iii) at least a
majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or
(d) If Executive's employment responsibilities are primarily with
Diagnostic Imaging, Inc., a disposition by the Company of a majority of the
stock or substantially all of the assets of Diagnostic Imaging, Inc.;
provided, however, that if Executive is offered and accepts a position with
the Company or another subsidiary or division of the Company immediately
following such disposition of Diagnostic Imaging, Inc., then a Change of
Control shall not be deemed to have occurred by virtue of this subsection
(d); or
(e) If Executive's employment responsibilities are primarily with Gulf
South Medical Supply, Inc., a disposition by the Company of a majority of
the stock or substantially all of the assets of Gulf South Medical Supply,
Inc.; provided, however, that if Executive is offered and accepts a
position with the Company or another subsidiary or division of the Company
immediately following such disposition of Gulf South Medical Supply, Inc.,
then a Change of Control shall not be deemed to have occurred by virtue of
this subsection (e); or
(f) If Executive's employment responsibilities are primarily with the
Physician Sales & Service division of the Company, a disposition by the
Company of substantially all of the assets of such division; provided,
however, that if Executive is offered and accepts a position with the
Company or another subsidiary or division of the Company immediately
following such disposition of the Physician Sales & Service division, then
a Change of Control shall not be deemed to have occurred by virtue of this
subsection (f).
3. Notwithstanding the foregoing, if, in the opinion of the Company's
accountants, the foregoing amendments (or any portion thereof) would preclude
the use of "pooling of interest" accounting treatment for a Change of Control
transaction that (a) would otherwise qualify for such accounting treatment, and
(b) is contingent upon qualifying for such accounting treatment, then such
amendments (to the extent so determined to preclude such pooling of interests
accounting treatment) will not be effective and the terms of the Employment
Agreement will remain in effect as if such amendments (or portion thereof) had
not been proposed.
4. As amended hereby, the Employment Agreement, as heretofore amended,
shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
PSS WORLD MEDICAL, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Xxxxxxx X. Xxxxx
Chairman of the Board and CEO
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
Executive Vice President and CFO
EXECUTIVE
/s/ Xxxx X. Xxxxx, Xx.
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Xxxx X. Xxxxx, Xx.
Date of original Employment Agreement: April 1998
