Employment Agreement (2001)Full Document 

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                              EMPLOYMENT AGREEMENT
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         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
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as of the 1st day of April, 2001, by and between HORIZON PHARMACIES, INC., a
Delaware corporation (the "Company") and PHILIP D. STONE, an individual (the
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"Executive").
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                                   WITNESSETH:

         WHEREAS, the Company is engaged in the business of owning and operating
a chain of retail pharmacy stores and related businesses;

         WHEREAS, the Company expects to invest and expend substantial time,
effort and money to develop methods, approaches, strategies and systems which,
in the Company's view, constitute trade secrets and confidential or proprietary
information;

         WHEREAS, the Company desires to obtain the Executive's services to
assist in operating its business on the terms and conditions herein provided;
and

         WHEREAS, the Executive is willing to commit himself to serve the
Company on the terms and conditions herein provided.

         NOW THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.       Employment. The Company shall employ the Executive and the
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Executive shall serve the Company, on the terms and conditions set forth herein.

         2.       Term. The employment of the Executive by the Company shall
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commence as of April 1, 2001(the "Effective Date") and end on the first
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anniversary of such Effective Date; subject, however, to the termination
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provisions contained herein. The Executive's employment by the Company shall
continue after the expiration of the term of this Agreement and this Agreement
shall automatically be renewed for additional successive one (1) year terms
unless and until (i) terminated by either party prior at the end of the initial
term or any renewal term by giving to the other party not less than ninety (90)
days prior written notice of such termination; or (ii) earlier terminated by
either party as otherwise provided in Section 6 or 7 hereof.

         3.       Position and Duties.
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                  (a)   Position. The Executive shall be employed by the Company
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         as Chief Operating Officer, with such title as from time to time
         designated by the Board of Directors of the Company (the "Board") and
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         shall report to the Board and such other persons as the Board may from
         time to time designate. In addition, the Executive shall, if
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          requested and duly appointed or elected pursuant to the Company's
          Certificate of Incorporation and Bylaws, serve as a member of the
          Board. The Executive shall have such duties and powers as may be
          delegated to him from time to time by the Board.

               (b)  Duties. The Executive agrees that he will:
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                    (i)   Faithfully and diligently serve the Company to the
               best of his ability in an executive capacity.

                    (ii)  Hold such offices and positions with the Company as
               the stockholders or the Board may determine from time to time.

                    (iii) Perform such executive duties as may be committed to
               him by the Board.

                    (iv)  Devote his full working time and attention to the
               business of the Company.

                    (v)   Stand for election as a member of the Board and serve
               as a director if and when so elected.

                    (vi)  Not engage in or associate himself with any other
               business or enterprise, either directly or indirectly, as an
               employee, contractor or consultant during the term of his
               employment under this Agreement. This provision is not intended
               to prevent the Executive from holding positions in non-profit or
               charitable organizations, or owning stock or other equity
               positions in other businesses, as long as the Executive does not
               take an active role in the management thereof.

                    (vii) Be available to travel both domestically and
               internationally on Company business as the needs of the Company
               may reasonably require.

          4.   Place of Performance. The Executive shall be based at the
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