Exhibit 10.16a
AMENDMENT to LEVEL 3
EMPLOYMENT AGREEMENT
This AMENDMENT (the "Amendment"), effective as of April 17, 2000, by and
between PSS World Medical, Inc., a Florida corporation (the "Company"), and the
officer of the Company whose signature appears below ("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/ Patrick C. Kelly
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Patrick C. Kelly
Chairman of the Board and CEO
By: /s/ David A. Smith
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David A. Smith
Executive Vice President and CFO
EXECUTIVE
/s/ GARY A. CORLESS
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GARY A. CORLESS
Date of original Employment Agreement: April 1, 1998