EX-10.2



 





Exhibit 10.2









July 18, 2005




Tony Zappa

BioScrip



Dear Tony,




I am pleased that the BioScrip board of directors has approved the executive compensation
arrangements. I want you to be part of the future success of the company and, accordingly, am
pleased to formally extend to you this offer of continued employment with BioScrip.



I believe this offer package is fair and competitive and provides substantial opportunity for you
to share in the success of the integration process and the future growth of BioScrip. It is
intended that the arrangements discussed here are privileged communications between you, the
Compensation Committee, and myself and may not be disclosed or communicated without their consent.



Job Title and Authority

Your position would be Executive Vice President, Community Pharmacy Operations. In that
capacity, you would be responsible for carrying out your responsibilities as per the attached job
description.



Salary, Benefits and Annual Incentives

Your total cash compensation opportunity is $424,000. It is derived as follows:



Your base salary would be $265,000 per year, payable on a bi-weekly basis. I have attached a
summary of all employee benefit plans, programs and policies currently in effect and for which you
are eligible to participate, with the exception of vacation. You would continue to be eligible to
participate in those plans. You would receive four weeks of vacation time. These benefits will
remain substantially similar until at least January 1, 2006 at which time we expect to merge former
MIM and Chronimed employees into a single benefits program that would continue to be a valuable and
competitive complement to the financial package described herein.



You are also eligible to participate in BioScrip’s annual management bonus plan as long as you
remain continuously employed with BioScrip through the last date of the fiscal year on which a
bonus is based. Your BioScrip target bonus opportunity would be 40% of your base salary, or
$106,000; with an upside opportunity of up to another 20% or $53,000. Keep in mind that your 2005
bonus opportunity will be pro-rated to reflect three quarters. The Plan is based on the
achievement of corporate financial objectives as well as individual objectives; I will be
distributing to you shortly the specifics of the bonus criteria and thresholds determining bonus
entitlement.



Long-Term Incentive Compensation

To facilitate your sharing in the long-term success of BioScrip and to align your interests with
those of BioScrip’s shareholders, BioScrip’s Compensation Committee has granted you 103,500 options
to purchase BioScrip’s common stock, at an exercise price of $6.00 per share. As we discussed,
this number represents 150% of the base grant, is subject to forfeiture in the event that certain
financial performance thresholds are not met, and shall be subject to the terms and conditions of a
stock option agreement that you will receive shortly. For so long as you are employed with
BioScrip, you will be eligible to participate in BioScrip’s Long Term Incentive Plan.



 



							
	10900 Red Circle Drive
	 	Minnetonka, Minnesota 55343
	 	952-979-3600
	 	www.bioscrip.com






 









 







In future years, targets will be set at the beginning of each year and a performance-based grant
will be made at the end of the year consistent with directives of the Compensation Committee.
The Company reserves the right to modify, amend or terminate the terms and provisions, thresholds
and/or benchmarks of any health or other company benefits, the bonus program, the long term
incentive compensation program or any other benefit or program generally available to you from time
to time and at any time; provided, that any such modification, amendment or termination will not
affect your entitlement to amounts or benefits to be received thereunder and no such modifications,
amendments or termination will adversely affect you for periods prior to the effective date
thereof.



Non Competition & Nondisclosure Agreement

As a condition of continued employment, you will be required to review, complete, and sign the
Restrictive Covenants attached to this offer letter. The job offer and benefits described herein,
shall supersede all prior or current verbal or written arrangements you have with Chronimed Inc.



Please note that this letter does not constitute a guarantee of continued employment for any term.
Under this offer, you will remain an “at will” employee, as you are currently, but of course,
subject to the Agreement. Under the Agreement, if you accept this offer, then, during the one year
period commencing on the date you begin performing services in accordance with this offer, if (i)
BioScrip terminates your employment without cause, (ii) you terminate your employment for Good
Reason, (iii) the Company delivers a notice of termination of the January 3, 2005 Amended and
Restated Employment Agreement by and among Chronimed, Inc. and you or (iv) fails to assign said
agreement to a successor employer, then you shall be entitled to receive the severance benefit
described in Section 4 of the Agreement.



Tony, I believe that BioScrip is in an excellent position to sustain and enhance its success and
growth. I would like you to be a part of that effort. Please confirm your decision as soon as
possible, but within 30 days, acknowledging your acceptance by signing, dating, and returning the
original of this letter and the enclosed forms to me. A copy is enclosed for your records.



Sincerely,



/s/ Henry Blissenbach




Henry Blissenbach

Chief Executive Officer





Agreed and accepted:




	 	 	 
	/s/
Tony Zappa
	 	 
	 

Name

	 	 
	8/9/05
	 	 
	 

Date

	 	 






Please return this letter to:




Colleen Haberman

Vice President, Human Resources

10900 Red Circle Drive

Minnetonka, MN 55343



 



							
	10900 Red Circle Drive
	 	Minnetonka, Minnesota 55343
	 	952-979-3600
	 	www.bioscrip.com