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Exhibit 10.01
EMPLOYMENT AGREEMENT
AGREEMENT by and among Whitmire Distribution Cor-
poration, a Delaware corporation (the "Company"), the under-
signed executive (the "Executive"), and Cardinal Distribu-
tion, Inc. ("Cardinal"), dated as of the 11th day of October,
1993.
WHEREAS, the Company has entered into an Agreement
and Plan of Reorganization (the "Merger Agreement") whereby
Cardinal will acquire all of the outstanding common stock of
the Company (the "Transaction"); and
WHEREAS, it is a condition to the consummation of
the Transaction that the Company enter into employment agree-
ments with key executives of the Company, including the Ex-
ecutive; and
WHEREAS, Cardinal desires to obtain for itself,
through its future ownership of the Company, the benefit of
the Executive's services as set forth in this Agreement; and
WHEREAS, the Company and the Executive desire to
set forth in a written agreement the terms and conditions
under which the Executive will continue to be employed by the
Company after the Transaction;
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NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Employment Period. The Company shall employ
the Executive, and the Executive shall serve the Company, on
the terms and conditions set forth in this Agreement, for the
period commencing on the Effective Time (as that term is de-
fined in the Merger Agreement) and ending on the third an-
niversary of the Effective Time (the "Employment Period").
2. Position and Duties. (a) During the Employ-
ment Period, the Executive shall be employed by the Company
with such responsibilities of an executive nature as may be
determined from time to time by the Company's Board of Direc-
tors or its lawfully designated representative (the "Board").
(b) During the Employment Period, and excluding
any periods of vacation and sick leave to which the Executive
is entitled, the Executive shall devote full business atten-
tion and time to the business and affairs of the Company,
using the Executive's best efforts to carry out faithfully
and efficiently the responsibilities assigned to the Execu-
tive under this Agreement. It shall not be considered a vio-
lation of the foregoing for the Executive to (i) serve on
corporate boards with the approval of Cardinal, (ii) serve on
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civic or charitable boards or committees, (iii) deliver lec-
tures or fulfill speaking engagements and (iv) manage per-
sonal investments, so long as such activities do not inter-
fere with the performance of the Executive's responsibilities
under this Agreement.
(c) The Executive's services shall be performed
primarily at the location specified on Schedule A or any
other location within 30 miles thereof, except as may be
otherwise provided on Schedule A. Travel in connection with
the business of the Company may be reasonably requested from
time to time by the Board.
3. Compensation. (a) Base Salary. During the
Employment Period, the Executive shall receive an annual base
salary (the "Annual Base Salary") in an amount not less than
the amount specified on Schedule A, payable in accordance
with the Company's payroll practices for executives, as in
effect from time to time. During the Employment Period, the
Annual Base Salary shall be reviewed for possible increase at
least annually. Any increase in the Annual Base Salary shall
not limit or reduce any other obligation of the Company under
this Agreement. The Annual Base Salary shall not be reduced
after any such increase, unless the annual base salaries of
all executives of Cardinal and the Company are proportion-
ately reduced, and in any event shall not be reduced below
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the amount specified on Schedule A. After any such increase
(or decrease), the term "Annual Base Salary" shall refer to
the Annual Base Salary as so increased (or decreased).
(b) Annual Bonus. In addition to the Annual Base
Salary, the Executive shall be eligible to receive annual
bonuses (each, an "Annual Bonus") as follows. The Executive
shall be eligible to receive an Annual Bonus (including, to
the extent earned, both a "base bonus" and a "flex bonus")
for the plan year ending June 30, 1994 under the Company's
Management Incentive Plan (calculated as provided in the
Merger Agreement) on terms and conditions consistent with the
Executive's participation in that plan immediately before the
beginning of the Employment Period (the "Company Bonus").
Thereafter, the Executive shall participate in the annual
bonus plan in which executives of Cardinal participate from
time to time (each, a "Cardinal Bonus Plan") with an initial
target bonus under such plan as set forth on Schedule A; pro-
vided, that with respect to any plan year under a Cardinal
Bonus Plan that begins before July 1, 1994 and ends after
June 30, 1994, the Executive shall receive a pro-rata amount
based on the portion of such plan year that occurs after June
30, 1994 and with respect to any plan year under a Cardinal
Bonus Plan that begins before and ends after the end of the
Employment Period, the Executive shall receive a pro-rata
amount based on the portion of such plan year that occurs
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before the end of the Employment Period, payable at such time
as other bonuses are paid under the Cardinal Bonus Plan (but
without regard to any requirement that the recipient be em-
ployed by Cardinal or any of the Affiliated Companies at the
time of such payment).
(c) Other Benefits. During the Employment Period:
(i) prior to July 1, 1994, the Company shall continue, and
the Executive (and/or the Executive's family to the extent so
provided under the applicable terms of such plans) shall be
eligible to participate in and to receive benefits under
those welfare benefit, incentive, deferred compensation, sav-
ings and retirement, and vacation plans of the Company in
effect on the date of this Agreement and listed in the Whit-
mire Disclosure Schedule delivered under the Merger Agreement
as applying to Company executives); and (ii) thereafter, the
Executive shall be entitled to participate in the group
health, life, disability insurance, retirement savings and
other employee benefit plans (collectively, "Group Plans")
generally offered to the Company's employees in accordance
with the standard terms and conditions of such plans as in
effect from time to time, which plans shall be substantially
equivalent in the aggregate to either (A) the Company's Group
Plans as in effect on the date of this Agreement or (B) the
Group Plans maintained from time to time by Cardinal and in
which the executives of Cardinal participate. In addition,
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the Executive shall be eligible to participate in Cardinal's
Stock Incentive Plan, although actual awards and benefits, if
any, to be granted to the Executive thereunder shall be in
the sole discretion of Cardinal's Board of Directors.
(d) Expenses. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement
for all normal and customary expenses incurred by the Execu-
tive in carrying out the Executive's duties under this Agree-
ment, provided that the Executive complies with the policies,
practices and procedures of the Company for submission of
expense reports, receipts, or similar documentation of such
expenses.
(e) Fringe Benefits. During the Employment Pe-
riod, the Executive shall be entitled to the fringe benefits
set forth on Schedule B to this Agreement.
(f) Vacation. (i) During the Employment Period,
(A) prior to July 1, 1994, the Executive shall be entitled to
annual paid vacations based upon completed years of service
with the Company and its predecessors as provided in the va-
cation policy of the Company in effect on the date hereof and
(B) thereafter the Executive shall be entitled to annual paid
vacations as provided in the Company's vacation policy in
effect from time to time; provided, however, that the annual
vacations shall not in the aggregate be less than three weeks
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and that all of Executive's completed years of service with
the Company and its predecessors, and with Cardinal and any
Affiliated Companies, shall be used to determine the vacation
to which the Executive is from time to time entitled.
(ii) At the Effective Time (as defined in the
Merger Agreement), the Company shall pay the Executive in
full for all vacations accrued in calendar years prior to
calendar 1993 and not yet taken as of the Effective Time.
4. Termination of Employment. (a) Death or Dis-
ability. The Executive's employment shall terminate auto-
matically upon the Executive's death during the Employment
Period. The Company shall be entitled to terminate the Exec-
utive's employment because of the Executive's Disability dur-
ing the Employment Period. "Disability" means that (i) the
Executive has failed, over a period of 180 consecutive days,
to perform the Executive's duties under this Agreement, as a
result of physical or mental illness or injury, and (ii) a
physician selected by the Company or its insurers, and rea-
sonably acceptable to the Executive or the Executive's legal
representative, has determined that the Executive's inca-
pacity constitutes a disability for purposes of the Company's
long-term disability insurance coverage. A termination of
the Executive's employment by the Company for Disability
shall be communicated to the Executive by written notice, and
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shall be effective upon receipt of such notice by the Execu-
tive (the "Disability Effective Date").
(b) By the Company. (i) The Company may termi-
nate the Executive's employment during the Employment Period
for Cause or without Cause. "Cause" shall mean (A) fraud,
misappropriation, embezzlement or willful misconduct materi-
ally injurious to the Company, Cardinal or any of the Affil-
iated Companies on the part of the Executive, (B) the Execu-
tive's (x) persistent and continued failure to substantially
perform his duties for the Company when and to the extent
reasonably requested by the Board to do so and (y) failure to
correct same within twenty (20) days after notice from the
Board requesting the Executive to do so (it being understood
that this standard is intended to assure the Company of the
reasonable attendance, efforts and good faith business atten-
tion of the Executive to his duties on behalf of the Company,
but may not be relied upon by the Company to terminate the
Executive based upon the operating performance of the Com-
pany), or (C) the Executive's breach of any material provi-
sion of this Agreement, which breach has not been cured in
all material respects within 20 days after notice of such
breach is given to the Executive by the Company. No act or
failure to act on the part of the Executive shall be consid-
ered "willful" unless it is done, or omitted to be done, by
the Executive in bad faith or without reasonable belief that
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the Executive's action or omission was in the best interests
of the Company. Any act or failure to act that is based upon
authority given pursuant to a resolution duly adopted by the
Board, or the advice of counsel for the Company, shall be
conclusively presumed to be done, or omitted to be done, by
the Executive in good faith and in the best interests of the
Company. The Executive shall not be deemed to have been ter-
minated for Cause unless such notice is accompanied by a copy
of a resolution duly adopted by the Board to such effect.
(ii) A termination of the Executive's employment
by the Company without Cause shall be effected by giving the
Executive written notice of the termination.
(c) Good Reason. (i) The Executive may terminate
employment for Good Reason or without Good Reason. "Good
Reason" means:
(A) the assignment to the Executive of duties
inconsistent in any material respect with paragraph
(a) of Section 2 of this Agreement, other than ac-
tions that are not taken in bad faith and are rem-
edied by the Company promptly after receipt of no-
tice thereof from the Executive;
(B) any failure by the Company to comply with
any provision of Section 3 of this Agreement other
than failures that are not taken in bad faith and
are remedied by the Company promptly after receipt
of notice thereof from the Executive;
(C) any requirement by the Company that the
Executive's services be rendered primarily at a
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location or locations not complying with the provi-
sions of paragraph (c) of Section 2 of this Agree-
ment; or
(D) any failure by the Company to require any
successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all or sub-
stantially all of the business and/or assets of the
Company or Cardinal expressly to assume and agree
to perform this Agreement in the same manner and to
the same extent that the Company or Cardinal, as
the case may be, would have been required to per-
form if no such succession had taken place.
(ii) A termination of employment by the Executive
for Good Reason shall be effectuated by giving the Company
written notice ("Notice of Termination for Good Reason") of
the termination, setting forth in reasonable detail the spe-
cific conduct of the Company that constitutes Good Reason and
the specific provision(s) of this Agreement on which the Ex-
ecutive relies. A termination of employment by the Executive
for Good Reason shall be effective on the tenth business day
following the date when the Notice of Termination for Good
Reason is given, unless the notice sets forth a later date
(which date shall in no event be later than 30 days after the
notice is given); provided, that such a termination of em-
ployment shall not become effective if the Company shall have
previously corrected to the reasonable satisfaction of the
Executive the circumstance giving rise to the Notice of Ter-
mination.
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(iii) A termination of the Executive's employment
by the Executive without Good Reason shall be effected by
giving the Company written notice of the termination.
(d) Date of Termination. The "Date of Termina-
tion" means the date of the Executive's death, the Disability
Effective Date, the date on which the termination of the Ex-
ecutive's employment by the Company for Cause or by the Exec-
utive for Good Reason is effective, the date on which the
Company gives the Executive notice of a termination of em-
ployment without Cause, or the date on which the Executive
gives the Company notice of a termination of employment with-
out Good Reason, as the case may be.
5. Obligations of the Company upon Termination.
(a) Death, Disability, Cause; Without Good Reason. If, dur-
ing the Employment Period, the Executive's employment is ter-
minated because of death, Disability, for Cause, or as a re-
sult of the Executive's termination of his employment without
Good Reason, then except as provided in Section 8, the Execu-
tive shall not be entitled to any compensation provided for
under this Agreement, other than Annual Base Salary through
the effective date of any such termination or resignation,
benefits under the long-term disability insurance coverage in
the case of termination because of Disability, and (without
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limiting the provisions of Section 6 hereof) vested benefits,
if any, required to be paid or provided by law.
(b) Without Cause; Good Reason. If, during the
Employment Period, the Executive's employment is terminated
by the Company without Cause or by the Executive for Good
Reason, the Executive shall not be entitled to any compensa-
tion provided for under this Agreement except as set forth in
the following sentence. The Company (i) shall continue to
pay the Executive for and with respect to the unexpired por-
tion of the Employment Period (in the same manner as speci-
fied herein) (A) his Annual Base Salary and (B) an amount
equal to seventy-five percent (75%) of the Executive's Im-
puted Annual Bonuses and (ii) shall continue during the unex-
pired portion of the Employment Period the welfare benefits
set forth in Section 3 (in the same manner as specified here-
in); provided that (x) if any such benefits cannot be pro-
vided to nonemployees under the terms of the applicable plans
or applicable law, the Company shall provide the Executive
with substitute benefits that are comparable and equal in
value to such benefits, and (y) during any period when the
Executive is eligible to receive any such benefits under an-
other employer-provided plan, the benefits provided by the
Company under this paragraph may be made secondary to those
provided under such other plan. As used herein, "Imputed
Annual Bonuses" shall mean the Company Bonus and the "target"
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bonuses or similar amounts under Cardinal Bonus Plans that
the Executive would have received had he remained an employee
of the Company and achieved targeted performance with respect
to any personal goals under the Company's Management Incen-
tive Plan and the Cardinal Bonus Plan, as applicable, taking
into account the actual performance with respect to any ap-
plicable goals relating to the performance of the Company,
Cardinal, any of the Affiliated Companies, or any of their
divisions.
6. Non-exclusivity of Rights. Nothing in this
Agreement shall prevent or limit the Executive's continuing
or future participation in any plan, program, policy or prac-
tice provided by Cardinal or any of the Affiliated Companies
for which the Executive may qualify, nor, subject to para-
graph (f) of Section 10, shall anything in this Agreement
limit or otherwise affect such rights as the Executive may
have under any contract or agreement with Cardinal or any of
the Affiliated Companies. Vested benefits and other amounts
that the Executive is otherwise entitled to receive under any
plan, policy, practice or program of, or any contract or
agreement with, Cardinal or any of the Affiliated Companies
on or after the Date of Termination shall be payable in ac-
cordance with such plan, policy, practice, program, contract
or agreement, as the case may be, except as explicitly modi-
fied by this Agreement.
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7. No Mitigation or Reduction. In no event shall
the Executive be obligated to seek other employment or take
any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agree-
ment and such amounts shall not be reduced, regardless of
whether the Executive obtains other employment.
8. Confidential Information; Noncompetition. (a)
The Executive shall hold in a fiduciary capacity for the ben-
efit of the Company, Cardinal and the Affiliated Companies
all secret or confidential information, knowledge or data
relating to the Company, Cardinal or any of the Affiliated
Companies and their respective businesses that the Executive
obtains during the Executive's employment by the Company and
that is not public knowledge (other than as a result of the
Executive's violation of this paragraph (a) of Section 8)
("Confidential Information"). The Executive shall not com-
municate, divulge or disseminate Confidential Information at
any time during or after the Executive's employment with the
Company, except with the prior written consent of the Company
or as otherwise required by law or legal process.
(b) During the Noncompetition Period (as defined
below), except as otherwise provided in paragraph (d) of this
Section 8, the Executive shall not, without the prior written
consent of the Board, engage in or become associated with a
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Competitive Activity. For purposes of this paragraph (b) of
Section 8: (i) the "Noncompetition Period" means (A) the
period during which the Executive is employed by the Company,
plus (B) if the Executive's employment terminates before the
end of the Employment Period, the remainder of the Employment
Period, plus (C) any Extension Periods (as defined in para-
graph (e) of this Section 8), to the extent provided in para-
graph (e); (ii) a "Competitive Activity" means any business
or other endeavor that engages in the wholesale drug distri-
bution business or other healthcare distribution business in
which the Company, Cardinal or any of the Affiliated Compa-
nies is at the date hereof, or at the time Executive's em-
ployment terminates, engaged in the United States (including
Puerto Rico); and (iii) except as provided on Schedule A, the
Executive shall be considered to have become "associated with
a Competitive Activity" if he becomes directly or indirectly
involved as an owner, employee, officer, director, indepen-
dent contractor, agent, partner, advisor, lender, or in any
other capacity with any individual, partnership, corporation
or other organization that is engaged in a Competitive Activ-
ity. Notwithstanding the foregoing: (i) the Executive may
make and retain investments during the Employment Period in
not more than five percent of the equity of any entity en-
gaged in a Competitive Activity, if such equity is listed on
a national securities exchange or regularly traded in an
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over-the-counter market; and (ii) if the Executive's employ-
ment is terminated because of Disability, the provisions of
this paragraph (b) of Section 8 shall only apply if, follow-
ing notice from Executive that his disability has ended and
that he intends to seek employment in a Competitive Activity,
the Company (A) promptly provides Executive with a lump-sum
cash amount equal in value to the compensation and benefits
set forth in Section 5(b) that would have been paid from the
Disability Effective Date through the date such lump sum pay-
ment is made if the Executive's employment had been termi-
nated by the Company without Cause on the Disability Effec-
tive Date, less any amounts the Executive has received under
any long-term disability plans sponsored by the Company, Car-
dinal or any of the Affiliated Companies (to the extent cov-
erage under such plans was provided without cost to the Ex-
ecutive) and (B) continues such compensation and benefits
throughout the remainder of the Employment Period.
(c) The Executive agrees that he will not, for a
period of one (1) year after the expiration or termination of
the Executive's employment with the Company, Cardinal or any
of the Affiliated Companies, without the prior written con-
sent of the Company, whether directly or indirectly, employ,
whether as an employee, officer, director, agent, consultant
or independent contractor, or solicit the employment of, any
person who was or is at any time during the previous twelve
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(12) months an employee, representative, officer or director
of the Company, Cardinal or any of the Affiliated Companies.
(d) The Executive acknowledges and agrees that the
Company's remedy at law for any breach of the Executive's
obligations under this Section 8 would be inadequate and
agrees and consents that temporary and permanent injunctive
relief may be granted in any proceeding which may be brought
to enforce any provision of such Section without the neces-
sity of proof of actual damage. With respect to any provi-
sion of this Section 8 finally determined by a court of com-
petent jurisdiction to be unenforceable, the Executive and
the Company hereby agree that such court shall have juris-
diction to reform this Agreement or any provision hereof so
that it is enforceable to the maximum extent permitted by
law, and the parties agree to abide by such court's determi-
nation.
(e) The Company shall have the right to elect to
have the provisions of paragraph (b) of this Section 8 apply
for the period (the "First Extension Period") beginning on
the later of (i) the day the Executive's employment with the
Company terminates and (ii) the first day after the end of
the Employment Period and ending on the earlier of (x) the
first anniversary of the first day of the First Extension
Period and (y) the death of the Executive; and if the Company
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does so elect, it shall also have the right to elect to have
the provisions of paragraph (b) of this Section 8 apply for
the period (the "Second Extension Period") beginning on the
day after the last day of the First Extension Period and end-
ing on the earlier of (x) the first anniversary of the first
day of the Second Extension Period and (y) the death of the
Executive. (The First Extension Period together with the
Second Extension Period are referred to as the "Extension
Periods"). The election to extend for the First Election
Period shall be made by giving the Executive notice of such
election (A) in the case of a termination of the Executive's
employment by reason of the expiration of the Employment Pe-
riod, no later than sixty days before the end of the Employ-
ment Period, and (B) in the case of any other termination,
within thirty days after such termination. The election to
extend for the Second Election Period shall be made by giving
the Executive notice of such election no later than sixty
days before the expiration of the First Extension Period.
(The elections described in the preceding two sentences are
referred to as the "Extension Elections.")
(f) In consideration for the Executive's agreement
to be bound by the restrictions set forth in paragraph (b) of
this Section 8, and notwithstanding anything else to the con-
trary contained in this Agreement, the Company shall pay the
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Executive the sum of $1,200,000 in cash in two annual in-
stallments of $600,000 each, such amounts being in addition
to all other amounts otherwise payable to the Executive under
this Agreement. The first such installment of $600,000 shall
be paid on the thirtieth day after the earlier of (i) the
termination of the Executive's employment for any reason
whatsoever (including without limitation by the Company with
or without Cause or by reason of Disability, by the Executive
with or without Good Reason, or because of the Executive's
death), and (ii) the fifth anniversary of the Effective Time.
The second such installment of $600,000 shall be paid on the
first anniversary of the date the first such installment is
required to be paid. Notwithstanding any other provision of
this Agreement, the Executive's obligations under paragraph
(b) of this Section 8 shall cease and be of no further ef-
fect, if the Company fails to provide any of the compensation
and benefits required by paragraph (a) of Section 5 or this
paragraph (f) of Section 8, and such failure continues for
ten (10) days after notice from the Executive to the Company
of such failure.
9. Successors. (a) This Agreement is personal to
the Executive and, without the prior written consent of the
Company, shall not be assignable by the Executive. This
Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.
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(b) This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and as-
signs.
10. Miscellaneous. (a) This Agreement shall be
governed by, and construed in accordance with, the laws of
the State of Delaware, without reference to principles of
conflict of laws. The captions of this Agreement are not
part of the provisions hereof and shall have no force or ef-
fect. This Agreement may not be amended or modified except
by a written agreement executed by the parties hereto or
their respective successors and legal representatives.
(b) All notices and other communications under
this Agreement shall be in writing and shall be given by hand
delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
To the address set forth on Schedule A
If to the Company:
Whitmire Distribution Corporation
81 Blue Ravine Road
Folsom, California 95630
Attention: General Counsel
(with a copy to Cardinal)
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If to Cardinal:
Cardinal Distribution, Inc.
655 Metro Place South, Suite 925
Dublin, Ohio 43017
Attention: General Counsel
or to such other address as either party furnishes to the
other in writing in accordance with this paragraph (b) of
Section 10. Notices and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any pro-
vision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
(d) Notwithstanding any other provision of this
Agreement, the Company may withhold from amounts payable un-
der this Agreement all federal, state, local and foreign
taxes that are required to be withheld by applicable laws or
regulations.
(e) The Executive's or the Company's failure to
insist upon strict compliance with any provision of, or to
assert any right under, this Agreement (including, without
limitation, the right of the Executive to terminate employ-
ment for Good Reason pursuant to paragraph (c) of Section 4
of this Agreement) shall not be deemed to be a waiver of such
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provision or right or of any other provision of or right un-
der this Agreement except to the extent any other party here-
to is materially prejudiced by such failure.
(f) The Executive and the Company acknowledge that
this Agreement supersedes any other agreement between them
concerning the subject matter hereof.
(g) The term "Affiliated Companies" means all com-
panies controlled by, controlling or under common control
with Cardinal, including, without limitation, the Company.
11. Guarantee. Cardinal hereby irrevocably, abso-
lutely and unconditionally guarantees the payment by the Com-
pany of all compensation and benefits (the "Payments") that
the Company is obligated to provide to the Executive under
Sections 3, 6 and 8 of this Agreement. This is a guarantee
of payment and not of collection, and is the primary
obligation of Cardinal, and the Executive may enforce this
guarantee against Cardinal without any prior enforcement of
the obligation to make the Payments against the Company.
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IN WITNESS WHEREOF, the Executive has hereunto set
the Executive's hand and, pursuant to the authorization of
their respective Boards of Directors, each of the Company and
Cardinal has caused this Agreement to be executed in its name
on its behalf, all as of the day and year first above writ-
ten.
Melburn G. Whitmire
---------------------------------
Melburn G. Whitmire
WHITMIRE DISTRIBUTION CORPORATION
By Gary E. Close
------------------------------
CARDINAL DISTRIBUTION, INC.
By
------------------------------
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IN WITNESS WHEREOF, the Executive has hereunto set
the Executive's hand and, pursuant to the authorization of
their respective Boards of Directors, each of the Company and
Cardinal has caused this Agreement to be executed in its name
on its behalf, all as of the day and year first above writ-
ten.
---------------------------------
Melburn G. Whitmire
WHITMIRE DISTRIBUTION CORPORATION
By
------------------------------
CARDINAL DISTRIBUTION, INC.
By R.D. Walter
------------------------------
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SCHEDULE A
Name: Melburn G. Whitmire
Address:
Annual Base Salary: $275,000, as adjusted after the date
of this Agreement in accordance with
the Company's usual compensation
review policies
Initial Target Bonus: $220,000
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SCHEDULE B
(a) Category I automobile policy for executives (see Whit-
mire Disclosure Schedule)
(b) Annual physical examinations (see Whitmire Disclosure
Schedule)
(c) Estate planning (see Whitmire Disclosure Schedule)
(d) Tax planning and return preparation (see Whitmire Dis-
closure Schedule)
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AMENDMENT
The undersigned parties to that certain Employment Agreement,
dated as of October 11, 1993, hereby amend Section 4(b) thereof
by adding the following to the end of the parenthetical phrase in
clause (B) thereof: "or solely based upon Executive's failure to
meet individual performance goals or objectives".
As so amended the Employment Agreement remains in full effect.
Dated as of October 27, 1993
CARDINAL DISTRIBUTION, INC.
By George H. Bennett, Jr.
--------------------------------
Its Sr. V.P.
--------------------------------
WHITMIRE DISTRIBUTION CORPORATION
By Peter S. McGurty
--------------------------------
Its Vice President
--------------------------------
Melburn G. Whitmire
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Executive (Signature)
MELBURN G. WHITMIRE
- ------------------------------------
(Print Name)