AFFILIATES OR HIS PRIOR INVOLVEMENT AS AN OFFICER OR DIRECTOR OF THE
PARENT AND/OR ANY OF ITS AFFILIATES.
THIS AGREEMENT BY EXECUTIVE TO COOPERATE
WITH, ASSIST AND/OR PROVIDE INFORMATION TO THE PARENT, THE CORPORATION AND THEIR
RESPECTIVE AFFILIATES INCLUDES, IF NECESSARY, ASSISTANCE BY EXECUTIVE IN ANY
LITIGATION MATTERS.
SUCH ASSISTANCE AND COOPERATION WILL BE SCHEDULED AT TIMES
AND LOCATIONS PERSONALLY CONVENIENT FOR EXECUTIVE AND NOT INCONSISTENT WITH THE
RESPONSIBILITIES HE MAY HAVE WITH SUBSEQUENT EMPLOYMENT OR RENDERING OF
SERVICES, EXCEPT WHERE SUCH SCHEDULING IS UNREASONABLE OR IMPRACTICABLE (GIVING
THE NEEDS OF BOTH PARTIES EQUAL WEIGHT) UNDER ALL OF THE CIRCUMSTANCES.
THE
PARENT, THE CORPORATION OR THEIR RESPECTIVE AFFILIATES SHALL PAY, OR REIMBURSE
EXECUTIVE, FOR REASONABLE, OUT-OF-POCKET COSTS INCURRED BY EXECUTIVE IN
PROVIDING SUCH ASSISTANCE (E.G., REASONABLE TRAVEL COSTS AND REASONABLE LEGAL
FEES).
IN THE EVENT THAT THE EXECUTIVE SHALL BE REQUIRED TO PROVIDE SERVICES
PURSUANT TO THIS SECTION 18(K) IN EXCESS OF TWENTY (20) HOURS IN ANY MONTH, THE
EXECUTIVE SHALL BE COMPENSATED AT A RATE OF $1,000 PER DAY; PROVIDED, HOWEVER,
THAT THE EXECUTIVE SHALL NOT BE COMPENSATED FOR ANY SERVICE THAT HE IS OTHERWISE
REQUIRED TO PERFORM PURSUANT TO APPLICABLE LAW.
(L)
INDEMNIFICATION.
TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE ARTICLES OF INCORPORATION AND THE BY-LAWS OF
THE PARENT AND THE CORPORATION (AS IN EFFECT FROM TIME TO TIME), THE PARENT AND
THE CORPORATION SHALL INDEMNIFY AND HOLD HARMLESS THE EXECUTIVE FOR ANY ACTS OR
DECISIONS MADE BY HIM IN GOOD FAITH WHILE PERFORMING SERVICES FOR THE PARENT,
THE CORPORATION AND THEIR RESPECTIVE AFFILIATES, WHETHER IN THE CAPACITY OF
OFFICER, EMPLOYEE OR DIRECTOR.
THE PARENT AND THE CORPORATION SHALL USE THEIR
REASONABLE BEST EFFORTS TO INCLUDE THE EXECUTIVE UNDER ANY DIRECTOR AND OFFICER
LIABILITY INSURANCE POLICIES NOW IN FORCE COVERING THE OFFICERS OR DIRECTORS OF
THE PARENT AND THE CORPORATION.
THE CORPORATION'S OBLIGATION HEREUNDER SHALL
SURVIVE THE EXECUTIVE'S TERMINATION.
(M)
LEGAL FEES.
THE CORPORATION AGREES THAT THE
COST OF ANY LEGAL FEES, UP TO $20,000, INCURRED BY THE EXECUTIVE IN CONNECTION
WITH ENTERING INTO THIS AGREEMENT SHALL BE BORNE BY THE CORPORATION, SUBJECT TO
SUBMISSION BY THE EXECUTIVE TO THE CORPORATION OF APPROPRIATE DOCUMENTATION FOR
SUCH FEES.
THE PREVAILING PARTY IN ANY DISPUTE OR CONTROVERSY WITH RESPECT TO
THIS AGREEMENT SHALL BE ENTITLED TO RECOVER, IN ADDITION TO ANY OTHER AVAILABLE
REMEDIES SPECIFIED IN THIS AGREEMENT, ALL LITIGATION EXPENSES AND COSTS,
INCLUDING ANY ARBITRATOR, ADMINISTRATIVE OR FILING FEES AND REASONABLE
ATTORNEYS' FEES.
17
IN WITNESS WHEREOF, EACH OF THE PARTIES HAS EXECUTED THIS AGREEMENT, IN THE CASE
OF THE PARENT AND THE CORPORATION BY A DULY AUTHORIZED OFFICER, AS OF THE DAY
AND YEAR FIRST ABOVE WRITTEN.
THE EXECUTIVE HAS CONSULTED (OR HAS HAD THE
OPPORTUNITY TO CONSULT) WITH HIS OWN COUNSEL (WHO IS OTHER THAN THE PARENT'S OR
THE CORPORATION'S COUNSEL) PRIOR TO EXECUTION OF THIS AGREEMENT.
WARREN F. BRYANT
/s/ Warren F. Bryant
LONGS DRUG STORES CORPORATION
By
/s/ Harold R. Somerset
Its
Vice Chairman
LONGS DRUG STORES CALIFORNIA, INC.
By
/s/ Harold