Sample Business Contracts


Employment Agreement - Merck-Medco Managed Care Inc. and Per G.H. Lofberg

Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

                         MERCK-MEDCO MANAGED CARE, INC.

                                100 SUMMIT AVENUE

                               MONTVALE, NJ 07645

                                                          May 24, 1996

Mr. Per G.H. Lofberg
63 East 92nd Street
New York, NY  10128

Dear Mr. Lofberg:

         Reference is made to the employment agreement (the "Employment
Agreement") between you and Medco Containment Services, Inc. ("Medco"), dated as
of April 1, 1993, as amended on July 27, 1993 (the "Amendment"). The parties
hereby agree that the Employment Agreement is hereby terminated, except as set
forth below.

         We have further agreed as follows with respect to the terms of your
employment:

1.       The covenants contained in Article 9 of the Employment Agreement, as
         amended pursuant to the Amendment, shall survive the termination of the
         Employment Agreement and remain in full force and effect and shall
         continue for a period of five years from the termination of your
         employment. Notwithstanding the foregoing, the covenant contained in
         Section 9.4 of the Employment Agreement which, among other things,
         prohibits you from competing with Merck & Co., Inc. ("Merck") or Medco,
         is hereby amended to exclude from the provisions thereof any
         pharmaceutical manufacturers or other direct competitors of Merck,
         other than those entities which include businesses competing with
         Medco.

2.       Consistent with the provisions of earlier stock option agreements with
         Medco, it is confirmed that if your employment with Merck terminates
         prior to June 1, 1996, (i) certain options (collectively, "Stock
         Options") to acquire shares of stock of Merck which you hold which vest
         on October 14, 1996 will continue to vest and will terminate on October
         14, 1998, (ii) the Stock Options which you hold which vest on October
         14, 1997 will continue to vest and will terminate on October 14, 1998,
         and (iii) the Stock Options which you hold which vest on July 1, 1996
         shall terminate in accordance with their terms without vesting. It is
         further confirmed that in the event that your employment terminates on
         or after June 1, 1996, the Stock Options which vest on July 1, 1996,
         October 14, 1996, and
<PAGE>   2
         October 14, 1997 which have not vested at such time will continue to
         vest on schedule and will be exercisable so that (i) the Stock Options
         which vest on July 1, 1996 will terminate 30 days after termination of
         your employment, (ii) the Stock Options which vest on October 14, 1996
         will terminate on October 14, 1998, and (iii) the Stock Options which
         vest on October 14, 1997 will terminate on October 14, 1998. Any Stock
         Options granted to you after November 18, 1993 shall terminate upon the
         termination of your employment regardless of when such termination
         occurs if they have not vested prior to the date of the termination of
         your employment. In addition, all Stock Options held by you will
         terminate immediately in the event of a breach by you of the covenants
         in Article 9 of the Employment Agreement which covenants shall continue
         pursuant to paragraph 1 hereof.

3.       In addition, you have agreed that, if your employment with Merck
         terminates, you will have no right to continue to receive salary or
         benefits or severance, and that the right to continue receiving your
         base compensation for two years if you terminate your employment, which
         right is set forth in Section 8.2 of the Employment Agreement, shall
         terminate as of the date hereof and be of no further force or effect.

4.       Section 11.10 of the Employment Agreement, which governs the
         severability and enforceability of the provisions of the Employment
         Agreement, shall remain in full force and effect and shall apply to the
         provisions of this letter.

         Please confirm that the foregoing represents our understanding by
signing a copy of this letter in the space indicated below and returning it to
me.

                                Very truly yours,

                                Merck-Medco Managed Care, Inc.

                                By: /s/ Mary M. McDonald
                                   ---------------------
                                   MARY M. MCDONALD

Accepted and Agreed on this
24th day of May, 1996

/s/ Per G.H. Lofberg
--------------------
  PER G.H. LOFBERG


ClubJuris.Com