EXHIBIT 10-S (ii)
NONQUALIFIED DEFERRED COMPENSATION PLAN
ADOPTION AGREEMENT
The Employer named below hereby establishes a Nonqualified Deferred Compensation
Plan for eligible Employees as provided in this Adoption Agreement and the Plan
document.
I EMPLOYER INFORMATION
(a) Name and Address of Employer sponsoring the Plan:
Priority Healthcare Corporation
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(b) Telephone Number ▇▇▇-▇▇▇-▇▇▇▇
(c) Tax ID Number: ▇▇-▇▇▇▇▇▇▇
(d) Name of Plan: Priority Healthcare Corporation Non-Qualified
Deferred Compensation Plan
(e) Tax Year End: 12/31
II DEFINITIONS
(a) Compensation: Compensation is used to determine the amount of
Salary Deferrals a Participant can elect to defer. Compensation
under the Plan is defined as (select one):
[X] The Participant's wages, salaries, fees for professional
services and other amounts received (without to regard
to whether or not an amount is to be paid in cash) for
personal services actually rendered in the course of
employment with the Employer or an affiliate to the
extent that the amounts are includable in gross income,
including but not limited to commissions, compensation
for services on the basis of a percentage of profits,
tips, bonuses, fringe benefits, reimbursements, and
expense allowances, but not including those items
excludable from the definition of compensation under
Treasury Regulation Section 1.415-2(d)(3).
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[ ] The total compensation payable to the individual by the
Employer or an affiliate, excluding commissions and
bonuses.
[ ] The total compensation payable to the individual by the
Employer or affiliate, including any commissions and
bonuses.
[ ] The cash bonuses payable to the individual by the
Employer or an affiliate.
Check this box if Compensation is determined before making any pre-tax
deferrals to employee benefit plans.
[ ] For purposes of the Plan, Compensation will be
determined before giving effect to Salary Deferrals and
other salary deferral amounts which are not included in
the Participant's gross income under Code Section125,
Section401(k), Section402(h) or Section403(b).
[x] For purposes of the Plan, Compensation will be
determined before giving effect to salary deferral
amounts which are not included in the Participant's
gross income under Code Section 125.
Compensation shall be determined on the basis of:
[x] Plan Year
[ ] Employer's Tax Year
[ ] Calendar Year
(b) Effective Date (select one):
[ ] This is a new Plan and the Effective Date will be _____.
[x] The provisions of the Plan shall be amended effective as
of 12/01/2002.
(c) Plan Year: The 12-consecutive month period beginning on January
1 ending on December 31.
(d) Entry Date: Employees who meet the eligibility requirements
specified at Section III of this Adoption Agreement on the
Effective Date of the Plan shall become Participants as of the
Effective Date of the Plan. The period of service upon which
Salary Deferrals are based shall commence on the first payroll
period beginning after the Effective Date of the Plan and the
date on which a deferral election is received and accepted by
the Plan Administrator.
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Employees who have not met the eligibility requirements on the
Effective Date shall become Participants on the (select one):
[x] First day of the month following the date on which the
Employee satisfies the Plan's eligibility requirements.
[ ] (Explain Entry Date).___________________________________
(e) Normal Retirement Age: Attainment of age 65.
III ELIGIBILITY REQUIREMENTS (SELECT ONE OR MORE)
(a) [x] An Employee shall be eligible to participate by
resolution of the Board of Directors of the Employer.
(b) [ ] An Employee shall be eligible to participate upon
attaining age.
(c) [ ] An Employee shall be eligible to participate having
completed Years of Service with the Employer.
(d) [ ] An Employee shall be eligible to participate provided
that the Employee's anticipated annualized Compensation
for the current Plan Year is greater than $.
(e) [ ] By class.
(f) [x] A key management employee who is selected by the
Employer as an individual who has the opportunity to
impact significantly the annual operating success of
the Employer.
IV EMPLOYEE SALARY DEFERRALS (SELECT ONE OR MORE)
(a) [ ] Up to % of a Participant's total Compensation.__________
(b) [ ] Up to % of a Participant's Compensation in excess of the
Code Section401(a)(17) limit on Compensation, as _______
indexed.
(c) [ ] A Participant's Salary Deferrals with respect to a Plan
Year shall be limited to a maximum of $_________.
(d) [ ] A dollar amount specified by a Participant from a
minimum of $________ to a maximum of $_________ with
respect to each Plan Year.
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(e) [X] A percentage of Compensation specified by a Participant
from a minimum percentage of 1 % to a maximum percentage
of 100 %.
V EMPLOYER MATCHING CONTRIBUTION
(a) The Company's matching contribution shall be determined in
accordance with one or more of the following methods:
[ ] The Employer shall contribute to each eligible
Participant _____% of such Participant's Salary
Deferrals.
[ ] The Employer shall contribute and allocate to each
eligible Participant _____% of the first _____% of such
Participant's Salary Deferrals, plus ______% of the next
_____% of such Participant's Salary Deferrals, plus
_____% of the next % of such Participant's Salary
Deferrals.
[X] An amount determined in the discretion of the Employer.
(b) Limitations on Matching Contributions (select one or more):
[ ] The matching contribution shall not exceed $____________
for any Participant.
[ ] The Employer shall not match any Salary Deferral in
excess of _____% of the Participant's Compensation.
[ ] The Employer's matching contribution shall be payable
from its net profit for the applicable Plan Year.
(c) Eligibility for Match (select one or more):
[ ] All Participants who have completed at least 1,000 Hours
of Service during the Plan Year.
[ ] Participants employed on the last day of a Plan Year.
VI EMPLOYER DISCRETIONARY CONTRIBUTIONS
(a) Contribution Amount (select one or more):
[X] An amount determined at the discretion of the Employer.
[ ] An amount determined by the following formula:
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(b) Contribution Formula (select one):
[ ] Contributions are made in proportion to each eligible
Participant's Compensation.
[X] Other as follows: As may be specified by the Employer
from time to time
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(c) Eligibility for Discretionary Contribution (select one or more):
[ ] All Participants employed at any time during a Plan Year
for which a contribution is made.
[ ] All Participants employed on the last day of a Plan Year
for which a contribution is made.
VII INVESTMENT MANAGEMENT
[X] Participants shall be permitted to direct the investment of
their:
[X] Salary Deferrals.
[X] Employer discretionary contributions and Employer
Matching contributions.
[ ] The Employer delegates investment management responsibilities to
the Trustee.
[ ] The Employer appoints a Registered Investment Advisor as defined
under the Investment Advisors Act of 1940, as amended.
[ ] The Employer shall direct the investment of Trust assets. The
Trustee will act as nondiscretionary Trustee.
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VIII WITHDRAWALS WHILE WORKING
Withdrawals from a Participant's Account for Unforeseen Emergencies
(select one):
[X] Are permitted to the full extent permitted under the Plan.
[ ] Are not permitted.
Withdrawals are strictly limited as described in the Plan. Excess
withdrawals may result in loss of the tax deferral on all amounts
credited under the Plan for the benefit of all Participants.
IX DISTRIBUTIONS
(a) Distributions from the Plan will be made on the following date
(select one):
[X] The first day of the Plan Year following a distributable
event.
[ ] _____ days (not more than 30) following a distributable
event.
(b) Distributable Events:
The following distributable events are in addition to those
enumerated in the Plan document at paragraph 7.2.
[ ] Upon completion of __ Years of Service determined with
reference to the Employee's date of hire.
[ ] Other (as follows):__________________________________
[ ] Attainment of the Normal Retirement Age.
X FORM OF PAYMENT (SELECT ONE OR MORE)
[X] Lump sum.
[X] Installment payments. The payment period may not exceed the life
expectancy of the Participant and his or her Beneficiary
(provided that the Beneficiary is an individual).
[ ] monthly installment payments over a period of not more
than _____ years.
[ ] quarterly installment payments over a period of not more
than _____ years.
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[ ] annual installment payments over a period of not more
than _____ years.
[X] Other (please specify): Equal (sum certain) installment
payments over an expected period as selected by the
Participant prior to commencement of participation.
Notwithstanding the foregoing, the actual period over
which installment payments will extend will be based on
the Participant's Account Balance .
XI SIGNATURES
This Nonqualified Deferred Compensation Plan, including this Adoption
Agreement, has been designed to permit Participants to defer Federal and
state income tax on amounts credited to their Accounts until the amounts
are actually paid. The Employer adopting this Plan should consult with
tax counsel regarding the consequences of adopting this Plan to both the
Employer and Employees. Advice should also be sought on the advisability
of submitting this document to the Internal Revenue Service to obtain a
Private Letter Ruling. Independent legal counsel should be consulted
with respect to securities law issues. By executing this Adoption
Agreement, the Employer acknowledges that no representations or
warranties as to the tax consequences to the Employer and Participants
of the operation of this Plan have been made by the entity who has
provided this Plan document and Adoption Agreement.
The Plan and this accompanying Adoption Agreement were adopted by the
Employer the 1st day of December, 2002.
Executed for the Employer by: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title of Individual: SENIOR VICE PRESIDENT, CFO
Signature: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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