Employment Agreement--Jean B. Fisher



 Exhibit 10.25 
 EMPLOYMENT AGREEMENT 
 THIS AGREEMENT by and between AmerisourceBergen Corporation, a Delaware
corporation (hereinafter the “Company”), and Jeanne B. Fisher (the “Executive”), dated and effective as of October 1, 2003. 
 WHEREAS, the Board of Directors of the Company (the “Board”), upon the recommendation of the Compensation and Succession Planning Committee of the Board (the “Committee”), has determined that it is
in the best interests of the Company and its shareholders to continue to employ the Executive as the Senior Vice President Human Resources of the Company, and the Executive desires to continue to serve in that capacity; 
 NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 
 1. Employment Period. The Company shall continue to employ the Executive, either directly or through a Subsidiary, and the Executive shall continue to serve the Company or any such Subsidiary, on the terms and conditions set forth in
this Agreement, for the period beginning on October 1, 2003 (the “Employment Date”) and ending on September 30, 2005 (the “Employment Period”). In addition, the Employment Period shall automatically renew for periods of
two years unless one party gives written notice to the other, at least 60 days prior to the end of the initial or any renewal period, as applicable, that the Agreement shall not be further extended. In addition, the Executive’s employment may
be terminated as provided below in Section 4. 
 2. Position and Duties. 
 (a) During the Employment Period, the Executive shall be employed as the Senior Vice President Human Resources of the Company. The Executive shall report
to the Chief Executive Officer of the Company and shall perform such duties for the Company as are related typically to the office of Senior Vice President Human Resources, in the manner reasonably directed by the Board, in its discretion, or the
Chief Executive Officer of the Company, in his discretion. 
 (b) During the Employment Period, and excluding any periods of vacation and
absence due to intermittent illness to which the Executive is entitled, any services that are approved by the Executive’s direct supervisor on corporate, civic or charitable boards or committees not significantly interfering with the
performance of her responsibilities to the Company or violating the provisions of Section 9, the Executive shall devote her full time and attention during normal business hours to the business and affairs of the Company and the Executive shall
use reasonable efforts to carry out all duties and responsibilities assigned to her faithfully and efficiently. 
 3. Compensation.

 (a) Base Salary. During the Employment Period, the Executive shall continue to receive annual base salary at the rate in effect as
of the date of this Agreement, payable in accordance with the regular payroll practices of the Company. The Executive’s base salary shall be reviewed annually by the Committee and/or the Chief Executive Officer of the Company, in accordance
with the Company’s standard practices for executives generally, and may be increased as determined by the Committee, in its sole discretion, or by any person or persons to whom the Committee has delegated such authority. 
 (b) Annual Bonus and Incentive Plans; Other Benefits. During the Employment Period: (i) the Executive shall be entitled to participate in any
short-term and long-term incentive programs established and/or maintained by the Company for its senior level executives generally; (ii) the 








 
Executive shall be entitled to continue to participate in all incentive, savings and retirement plans, practices, policies and programs of the Company to at
least the same extent as other senior executives of the Company; (iii) the Executive and/or the Executive’s family, as the case may be, shall be eligible for continued participation in, and shall continue to receive all benefits under, all
welfare benefit plans, practices, policies and programs provided by the Company to at least the same extent as other senior executives of the Company; and (iv) the Executive shall continue to be entitled to, and the Company shall continue to
provide the Executive with, not less than the number of weeks of paid vacation during each calendar year to which the Executive is entitled as of the date of this Agreement. In addition to the foregoing, the Executive shall be entitled to annual
reimbursement of up to $5,000 per year for tax and financial planning and tax preparation. 
 (c) Expenses. During the Employment
Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in carrying out the Executive’s duties under this Agreement, provided that the Executive complies with the generally
applicable policies, practices and procedures of the Company for submission of expense reports, receipts, or similar documentation of such expenses. 
 4. Termination of Employment. 
 (a) Death or Disability. The Executive’s employment and
the Employment Period shall terminate automatically upon the Executive’s death or long term Disability during the Employment Period. “Disability” shall be as defined under the Company’s Long Term Disability Plan. 
 (b) By the Company. The Company may terminate the Executive’s employment under this Agreement during the Employment Period for Cause or
without Cause. “Cause” means 
 (i) the continued failure by the Executive to substantially perform her duties as contemplated by
this Agreement (other than any such failure resulting from her incapacity due to physical or mental illness or injury or any such actual or anticipated failure after the issuance by the Executive of a Notice of Termination for Good Reason) over a
period of not less than thirty days after a demand for substantial performance is delivered to the Executive by the Board or by the Chief Executive Officer of the Company, which demand identifies the manner in which it is believed that the Executive
has not substantially performed her duties; 
 (ii) the willful misconduct of the Executive materially and demonstrably injurious to the
Company (including, without limitation, any breach by the Executive of Section 9 of this Agreement); provided that no act or failure to act on the Executive’s part will be considered willful if done, or omitted to be done, by her in good
faith and with reasonable belief that her action or omission was in the best interest of the Company; 
 (iii) the Executive’s
conviction of a misdemeanor, which, as determined in good faith by the Board, constitutes a crime of moral turpitude and gives rise to material harm to the Company or to any subsidiary or affiliate of the Company; or 
 (iv) the Executive’s conviction of a felony (including, without limitation, any felony constituting a crime of moral turpitude). 
 (c) By the Executive. The Executive may terminate employment under this Agreement for Good Reason or without Good Reason. “Good Reason”
means: 
 (i) any reduction in the Executive’s Base Salary; 
  

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 (ii) material failure by the Company to comply with any provision of Sections 2 and 3 of this Agreement,
other than an isolated, insubstantial or inadvertent failure that is not taken in bad faith and is remedied by the Company within 30 days after receipt of written notice thereof from the Executive; or 
 (iii) notice by the Company of non-renewal under Section 1. 
 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 specific conduct that constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. The Company shall have 20 days to remedy the conduct set forth in the Notice of Termination for Good
Reason. A termination of employment by the Executive for Good Reason shall be effective on the thirtieth business day following the date when the Notice of Termination for Good Reason is given, unless the conduct set forth in the notice is remedied
by the Company within the 20-day period. A termination of the Executive’s employment by the Executive without Good Reason shall be effected by giving the Company at least 30 days’ advance written notice of the termination. 
 (d) Date of Termination. The “Date of Termination” means the date of the Executive’s death, the date of the Executive’s
Disability, the date the termination of the Executive’s employment under this Agreement by the Company for Cause or without Cause or by the Executive for Good Reason or without Good Reason, as the case may be, is effective. The Employment
Period shall end on the Date of Termination. 
 5. Obligations of the Company upon Termination. 
 (a) By the Company Other Than for Cause; or By the Executive for Good Reason. If, during the Employment Period, the Company terminates the
Executive’s employment under this Agreement (other than for Cause) or the Executive terminates employment under this Agreement for Good Reason, the Executive shall be entitled to continued payment for two years of (i) the Executive’s
current base salary (as in effect on the Date of Termination), and (ii) a bonus equal to the average of the annual bonuses paid by the Company to the Executive over the prior three years (or if less than three years, the average bonus during
such shorter period). In addition, the Executive shall be entitled to receive executive level outplacement assistance under any outplacement assistance program then being maintained by the Company in accordance with the terms of any such program.
The Company shall also pay, or cause to be paid, to the Executive, in a lump sum in cash within 30 days after the Date of Termination (or, in the case of the pro-rated Annual Bonus Amount, at the time such bonus is generally paid), the
Executive’s accrued but unpaid cash compensation (the “Accrued Obligations”), which shall include but not be limited to, (1) the Executive’s base salary through the Date of Termination that has not yet been paid (2) an
amount representing a 100% target bonus for the Executive’s salary grade for the year of termination, multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the
denominator of which is 365 (the “Annual Bonus Amount”), (3) any accrued but unpaid vacation pay, and (4) similar unpaid items that have accrued and as to which the Executive has become entitled as of the Date of Termination,
including declared but unpaid bonuses and unreimbursed employee business expenses; provided, however, that the Company’s obligation to make any payments, or cause any payments to be made, under this paragraph (a) to the extent any such
payment shall not have accrued as of the day before the Date of Termination shall also be conditioned upon the Executive’s execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1, of any
and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment under this Agreement or the termination thereof (other than any entitlements under the terms of this Agreement to
indemnification or under any 

  

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other plans or programs of the Company in which the Executive participated and under which the Executive has accrued and is due a benefit). 
 (b) Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the
Employment Period, the Company shall pay the Accrued Obligations to the Executive or the Executive’s estate or legal representative, as applicable, in a lump sum in cash within 30 days after the Date of Termination. In such event, the Company
shall have no further obligations under this Agreement or otherwise to or with respect to the Executive; and for any entitlements under the terms of any other plans or programs of the Company in which the Executive participated and under which the
Executive has become entitled to a benefit. 
 (c) By the Company for Cause; By the Executive Other than for Good Reason. If the
Executive’s employment is terminated by the Company for Cause during the Employment Period, or the Executive voluntarily terminates employment during the Employment Period, other than for Good Reason, the Company shall pay the Executive, or
shall cause the Executive to be paid, the Executive’s base salary through the Date of Termination that has not been paid and the amount of any declared but unpaid bonuses, accrued but unpaid vacation pay, and unreimbursed employee business
expenses, and the Company shall have no further obligations under this Agreement or otherwise to or with respect to the Executive other than for any entitlements under the terms of any other plans or programs of the Company in which the Executive
participated and under which the Executive has become entitled to a benefit. 
 6. Change in Control. It is the intention of the
parties that payments to be made to the Executive whether under the terms of this Agreement or otherwise shall not constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (as
amended from time to time) (the “Code) and any regulations thereunder. If the independent accountants serving as auditors for the Company on the date of this Agreement (or any other independent certified public accounting firm designated by the
Company) determine that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would be nondeductible by the
Company, under Section 280G of the Code (or any successor provision), then the amounts payable or distributable under this Agreement will be reduced to the maximum amount which may be paid or distributed without causing such payments or
distributions to be nondeductible. The determination shall take into account (a) whether the payments or distributions are “parachute payments” under Section 280G, (b) the amount of payments and distributions under this
Agreement that constitute reasonable compensation, and (c) the present value of such payments and distributions determined in accordance with Treasury Regulations in effect from time to time. The Executive shall have the right to designate
which payments or distributions will be reduced. 
 7. 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 practice provided by the Company for which the Executive may qualify. Vested benefits and other amounts that the Executive is otherwise entitled to receive on or
after the Date of Termination under any plan, policy, practice or program of, or any contract or agreement with, the Company shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except
as explicitly modified by this Agreement. 
 8. No Mitigation. 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 Agreement and such amounts shall not be reduced, regardless of whether the Executive obtains other employment. 
  

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 9. Confidential Information; Non-solicitation; Non-competition. 
 (a) The Executive agrees and acknowledges that by reason of her employment by and service to the Company, he will have access to, become exposed to and/or
become knowledgeable about confidential information of the Company (the “Confidential Information”) from time to time during the Employment Period, including, without limitation, proposals, plans, inventions, practices, systems, programs,
processes, methods, techniques, research, records, supplier sources, customer lists and other forms of business information that are not known to the Company’s competitors, are not recognized as being encompassed within standard business or
management practices and/or are kept secret and confidential by the Company. Executive agrees that at no time during or after the Employment Period will he disclose or use the Confidential Information except as may be required in the prudent course
of business for the benefit of the Company. The Executive also agrees to be subject to the Company’s Code of Ethics and Business Conduct as in effect from time to time during the Employment Period. 
 (b) The Executive acknowledges that the Company is generally engaged in business throughout the United States. During the Executive’s employment by
the Company and for two years after the Date of Termination or the expiration of the final Employment Period, the Executive agrees that he will not, unless acting with the prior written consent of the Company, directly or indirectly, own, manage,
control, or participate in the ownership, management or control of, or be employed or engaged by, or otherwise affiliated or associated with, as an officer, director, employee, consultant, independent contractor or otherwise, any other corporation,
partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business, which is engaged in the wholesale distribution of pharmaceutical products as of the Date of Termination or expiration of the final
Employment Period, as applicable, is engaged in by the Company, has been reviewed with the Board for development to be owned or managed by the Company, and/or has been divested by the Company but as to which the Company has an obligation to refrain
from involvement, but only for so long as such restriction applies to the Company; provided, however, that the ownership of not more than 5% of the equity of a publicly traded entity shall not be deemed to be a violation of this paragraph. During
such two-year period, Executive also agrees to make herself reasonably available to the Company for consulting at a per diem rate that reflects her annual salary as in an effect prior to her termination of employment (plus reimbursement of
Executive’s reasonable expenses). Notwithstanding the foregoing, the Executive shall be relieved of the covenants provided for in this subsection in the event that the Company fails to make payments to Executive as provided for in
Section 5(a) of this Agreement. 
 (c) The Executive also agrees that he will not, directly or indirectly, during the period described
in paragraph (b) of this Section 9 induce any person who is an employee, officer, director, or agent of the Company, to terminate such relationship, or employ, assist in employing or otherwise be associated in business with any present or
former employee or officer of the Company, including without limitation those who commence such positions with the Company after the Date of Termination. 
 (d) The Executive acknowledges and agrees that the restrictions contained in this Section 9 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the
Company, that the Company would not have entered into this Agreement in the absence of such restrictions and that irreparable injury will be suffered by the Company should the Executive breach the provisions of this Section. The Executive represents
and acknowledges that (i) the Executive has been advised by the Company to consult the Executive’s own legal counsel in respect of this Agreement, (ii) the Executive has consulted with and been advised by her own counsel in respect of
this Agreement, and (iii) the Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with the Executive’s counsel. 
  

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 (e) The Executive further acknowledges and agrees that a breach of the restrictions in this
Section 9 will not be adequately compensated by monetary damages. The Executive agrees that actual damage may be difficult to ascertain and that, in the event of any such breach, the Company shall be entitled to injunctive relief in addition to
such other legal or equitable remedies as may be available to the Company. In the event that the provisions of this Section 9 should ever be adjudicated to exceed the limitations permitted by applicable law in any jurisdiction, it is the
intention of the parties that the provision shall be amended such that those provisions are made consistent with the maximum limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made
such adjudication and that those provisions otherwise be enforced to the maximum extent permitted by law. 
 (f) If the Executive breaches
her obligations under this Section 9, he agrees that suit may be brought, and that he consents to personal jurisdiction, in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction
or will not accept jurisdiction, in any court of general jurisdiction in Chester County, Pennsylvania; consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding; and waives any objection which he may have to
the laying of venue of any such suit, action or proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers. 
 (g) For purposes of this Section 9, the term “Company” shall be deemed to include subsidiaries and affiliates of the Company. 

10. 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 otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and
be enforceable by the Executive’s legal representatives. 
 (b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns. 
 (c) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to
perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean both the Company as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or otherwise.

 11. Miscellaneous. 
 (a) This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, 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 effect. 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 to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows: 
  

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 If to the Executive: 
 Jeanne B. Fisher 

					
		
		 	 
		
		 	 
		
		 	 

 If to the Company: 
 AmerisourceBergen Corporation 
 1300 Morris Drive, Suite 100 
 Chesterbrook, PA 19087 
 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 11. Notices and communications shall be effective when actually received by the addressee. 
 (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full
force and effect to the fullest extent consistent with law. 
 (d) Notwithstanding any other provision of this Agreement, the Company may
withhold from amounts payable under 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 employment for Good Reason pursuant to paragraph (c) of Section 5 of this Agreement) shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement. 
 (f) This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and
the same instrument. 
 12. The respective rights and obligations of the parties hereunder shall survive any termination of the
Executive’s employment to the extent necessary to the intended preservation of such rights and obligations, including, but not by way of limitation, those rights and obligations set forth in Sections 3, 5, 6, 9 and 11. 
  

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 IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization of the Committee, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written. 
  

					
	AMERISOURCEBERGEN CORPORATION	  	
			
	By:	 	 /s/ R. David Yost
	  	
	Name:	 	 R. David Yost
	  	
	Title:	 	 Chief Executive Officer
	  	
		
	EXECUTIVE	  	
		
	 /s/ Jeanne B. Fisher
	  	
	Jeanne B. Fisher	  	

  

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 ANNEX 1 
 SEPARATION OF EMPLOYMENT AGREEMENT 
 AND GENERAL RELEASE 
 THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this      day of
            ,     , by and between AmerisourceBergen Corporation (the “Company”) and
                     (the “Executive”). 
 WHEREAS, Executive formerly was employed as                     ; 
 WHEREAS, Executive and Company entered into an Employment Agreement, dated
                    ,     , (the “Employment Agreement”) which provides for certain severance benefits in
the event that Executive’s employment is terminated on account of a reason set forth in the Employment Agreement; 
 WHEREAS, Executive
and the Company mutually desire to terminate Executive’s employment on an amicable basis, such termination to be effective             ,      (the
“Date of Resignation”); and 
 WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed
to a separation package and the resolution of any and all disputes between them. 
 NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the
Company as follows: 
 1. (a) Executive, for and in consideration of the commitments of the Company as set forth in Paragraph 5 of this
Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its affiliates, subsidiaries and parents, and its officers, directors, employees, and agents, and its and their respective successors and
assigns, heirs, executors, and administrators (each, a “Releasee” and collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or
hereafter may have, whether known or unknown, or which Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Executive’s employment to the date of this
Agreement, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Executive’s employment relationship with the Company and/or its predecessors, subsidiaries or affiliates, the
terms and conditions of that employment relationship, and the termination of that employment relationship, including, but not limited to, any claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act
(“OWBPA”), Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Pennsylvania Human Relations Act, and any other
claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs. This Agreement is effective without regard to the legal nature of the claims
raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort. 
 (b) To the fullest extent permitted by law, and subject to the provisions of Paragraph 10 below, Executive represents and affirms that (i) Executive has not filed or caused to be filed on Executive’s behalf any claim for relief
against the Company or any Releasee and, to the best of 

  

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Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s
behalf; (ii) Executive has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the
Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical or illegal conduct or activities; and (iii) Executive will not file, commence, prosecute or participate in any
judicial or arbitral action or proceeding against the Company or any Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or occurring on or before the date of this Agreement.

 2. In consideration of the Company’s agreements as set forth in Paragraph 5 herein, Executive agrees to be bound by the terms of
Section 9 of the Employment Agreement. 
 3. Executive agrees and recognizes that Executive has permanently and irrevocably severed
Executive’s employment relationship with the Company, that Executive shall not seek employment with the Company or any affiliated entity at any time in the future, and that the Company has no obligation to employ Executive in the future.

 4. Executive further agrees that Executive will not disparage or subvert the Company, or make any statement reflecting negatively on the
Company, its affiliated corporations or entities, or any of their officers, directors, employees, agents or representatives, including, but not limited to, any matters relating to the operation or management of the Company, Executive’s
employment and the termination of Executive’s employment, irrespective of the truthfulness or falsity of such statement. 
 5. In
consideration for Executive’s agreement as set forth herein, the Company agrees that the Company shall provide the following: 
 (a)
Executive shall receive continued payment for two years after the Date of Resignation of (i) Executive’s current base salary (as in effect on the Date of Resignation), and (ii) a bonus equal to the average of the annual bonuses paid
by the Company to the Executive over the prior three years [if less than three years, the average bonus during such shorter period; if the Executive was not previously employed by the Company and therefore not eligible for a bonus, the
Executive’s target bonus]. 
 (b) [Executive shall receive the executive level outplacement assistance benefits under any
outplacement program that the Company may then have in effect.]]. 
 (c) Executive shall receive, in a lump sum in cash within 30 days
after the Date of Resignation (or, in the case of the prorated Annual Bonus Amount (as defined below), at the time such bonus is generally paid), the Executive’s accrued but unpaid cash compensation, which shall include but not be limited to,
(i) the Executive’s base salary through the Date of Resignation that has not yet been paid, (ii) an amount representing a 100% target bonus for the Executive’s salary grade for the year of termination, multiplied by a fraction,
the numerator of which is the number of days in the current fiscal year through the Date of Resignation, and the denominator of which is 365 (the “Annual Bonus Amount”), (iii) any accrued but unpaid vacation pay, and (iv) similar
unpaid items that have accrued and as to which the Executive has become entitled as of the Date of Resignation, including declared but unpaid bonuses and unreimbursed employee business expenses. 
  

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 6. Executive understands and agrees that the payments, benefits and agreements provided in this Agreement
are being provided to Executive in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement
containing a release of all claims against the Company, Executive would only have been entitled to the payments provided in the Company’s standard severance pay plan for employees. 
 7. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to Executive under any employment agreement
or offer letter Executive has with the Company and, further, that this Agreement supersedes any employment agreement or offer letter Executive has with the Company, and any and all prior agreements or understandings, whether written or oral, between
the parties shall remain in full force and effect to the extent not inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or representations have been made to Executive in connection with the
termination of Executive’s employment agreement or offer letter with the Company, or the terms of this Agreement. 
 8. Executive agrees
not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may be necessary
to obtain approval or authorization to fulfill its obligations hereunder or as required by law. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.

 9. Executive represents that Executive does not presently have in Executive’s possession any records and business documents, whether
on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office keys, correspondence, files, customer lists, technical information, customer information, pricing
information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by the Company and/or its predecessors, subsidiaries or affiliates or obtained as a result of
Executive’s prior employment with the Company and/or its predecessors, subsidiaries or affiliates, or created by Executive while employed by or rendering services to the Company and/or its predecessors, subsidiaries or affiliates. Executive
acknowledges that all such Corporate Records are the property of the Company. In addition, Executive shall promptly return in good condition any and all beepers, credit cards, cellular telephone equipment, business cards and computers. As of the
Date of Resignation, the Company will make arrangements to remove, terminate or transfer any and all business communication lines including network access, cellular phone, fax line and other business numbers. 
 10. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law;
(ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s
[designated legal, compliance or human resources officer]; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or
any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. 
 11. The parties agree and
acknowledge that the agreement by the Company described herein, and the settlement and termination of any asserted or unasserted claims against the Releasees, are not and 

  

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shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Releasees
to Executive. 
 12. Executive agrees and recognizes that should Executive breach any of the obligations or covenants set forth in this
Agreement, the Company will have no further obligation to provide Executive with the consideration set forth herein, and will have the right to seek repayment of all consideration paid up to the time of any such breach. Further, Executive
acknowledges in the event of a breach of this Agreement, Releasees may seek any and all appropriate relief for any such breach, including equitable relief and/or money damages, attorney’s fees and costs. 
 13. Executive further agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual
damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violations of this Agreement, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be
entitled. 
 14. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with
the laws of the Commonwealth of Pennsylvania. 
 15. Executive certifies and acknowledges as follows: 
 (a) That Executive has read the terms of this Agreement, and that Executive understands its terms and effects, including the fact that Executive has
agreed to RELEASE AND FOREVER DISCHARGE the Company and each and everyone of its affiliated entities from any legal action arising out of Executive’s employment relationship with the Company and the termination of that employment relationship;

 (b) That Executive has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Executive
acknowledges is adequate and satisfactory to Executive and which Executive acknowledges is in addition to any other benefits to which Executive is otherwise entitled; 
 (c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement; 
 (d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed; 
 (e) That the Company has provided Executive with a period of twenty-one (21) days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Agreement is satisfactory
to Executive; and 
 (f) Executive acknowledges that this Agreement may be revoked by Executive within seven (7) days after execution,
and it shall not become effective until the expiration of such seven day revocation period. In the event of a timely revocation by Executive, this Agreement will be deemed null and void and the Company will have no obligations hereunder. 

[SIGNATURE PAGE FOLLOWS] 
  

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 Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation of
Employment Agreement and General Release this              day of             ,
            . 
  

									
	  
	 		 	Witness:	 	  

	[Executive]	 		 		 	
				
	 AMERISOURCEBERGEN CORPORATION
	 		 		 	
					
	By:	 	  
	 		 	Witness:	 	  

	Name:	 	  
	 		 		 	
	Title:	 	  
	 		 		 	

  

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