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AMERISOURCEBERGEN (ABC)
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AMERISOURCEBERGEN CORP : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

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01/11/2019 | 04:09pm EST

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Departure of Directors or Certain Officers
On January 11, 2019, Douglas R. Conant, 67, a member of the Board of Directors
of AmerisourceBergen Corporation (the "Company") since 2013, informed the
Company that he will not stand for re-election as a director at the upcoming
Annual Meeting of Stockholders to be held on February 28, 2019 (the "2019 Annual
Meeting"). Mr. Conant's decision not to stand for re-election was not a result
of any disagreement with the Company. Mr. Conant has indicated his intention to
continue to serve as a director of the Company until the 2019 Annual Meeting.
Following Mr. Conant's notification to the Company, the Board of Directors acted
to approve a reduction in its size from ten to nine members, effective as of the
date of the 2019 Annual Meeting. The Board of Directors also nominated each of
the other current directors for election, and each has decided to stand for
election at the 2019 Annual Meeting.
Compensatory Arrangements of Certain Officers
On January 11, 2019, the Company entered into amended and restated employment
agreements with its current named executive officers: Steven H. Collis,
Chairman, President and Chief Executive Officer; John G. Chou, Executive Vice
President and Chief Legal & Business Officer; James F. Cleary, Jr., Executive
Vice President and Chief Financial Officer; and Robert P. Mauch, Executive Vice
President and Group President, Pharmaceutical Distribution & Strategic Global
Sourcing. Upon recommendation by the Company's independent compensation
consultant and approval of the Compensation and Succession Planning Committee of
the Board of Directors of the Company, the employment agreements were amended
and restated to align the severance and change in control benefits with general
market practice, supported by benchmarking among the Company's peer group.

Mr. Collis' employment agreement was amended to provide that in the event Mr. Collis' employment is terminated by the Company without cause or by Mr. Collis for good reason, in either case, upon or within 24 months following a change in control of the Company, provided that Mr. Collis delivers an effective release in favor of the Company and its affiliates, Mr. Collis will receive the following payments:

•      Continued base salary for a period of three years following termination of
       employment; and


•      Three times the average annual bonus paid to Mr. Collis for the preceding
       three years, paid in three substantially equal installments over the
       three-year period following termination of employment.


Messrs. Cleary's and Mauch's employment agreements were amended to provide that, in addition to the severance they would receive on a termination of employment by the Company without cause or by the executive for good reason, and subject to the delivery of an effective release in favor of the Company and its affiliates, if such termination occurs upon or within 24 months following a change in control of the Company, the executive will receive two times the average annual bonuses received for the preceding three years, which will be paid in regular payroll installments over the two-year period following termination of employment. This amendment is consistent with amendments made to the employment agreements for other executive officers (other than Messrs. Collis and Chou, whose employment agreements already included this benefit).

Additionally, the terms of the employment agreements for all executive officers, including the current named executive officers, were amended as follows:

•      To conform to the Company's current bonus program, the executive will be
       entitled to a pro-rata bonus for the year of termination, as well as any
       bonus for the prior fiscal year that has not yet been paid prior to the
       termination of employment, in the event the executive's employment is
       terminated by the Company without cause or by the executive for good
       reason. The pro-rata bonus for Messrs. Collis and Chou will continue to be
       based on target performance and the pro-rata bonus for all other
       executives, including Messrs. Cleary and Mauch, will be based on actual
       performance.


•      If amounts otherwise payable to the executive officer in connection with a
       change in control would constitute excess parachute payments within the
       meaning of Section 280G of the Internal Revenue Code, the Company will
       reduce such payments to an amount that would avoid any excise taxes under
       section 4999 of the Internal Revenue Code, but only if such reduction
       would provide the executive with a greater net after-tax benefit than
       would no reduction. Prior to the amendments, the Company was required to
       reduce any excess parachute payments, if necessary to ensure that they do
       not constitute excess parachute payments under Section 280G.


•      The definition of cause, as defined in the employment agreements, was
       updated to include the executive's material failure to comply with the
       Company's code of conduct or employment policies.



--------------------------------------------------------------------------------


•      To provide that the employment agreements and the compensation payable
       thereunder will be subject to the Incentive Compensation Restriction and
       Financial Recoupment Program of the Company's Corporate Integrity
       Agreement, to the extent applicable, and any applicable clawback or
       recoupment policies, share trading policies, and other policies that may
       be implemented by the Board of Directors of the Company or otherwise
       required by law from time to time.

• To make certain other non-material updates.

The terms of the employment agreements for Messrs. Collis, Chou and Mauch before the amended and restated employment agreements became effective were disclosed in the Company's Definitive Proxy Statement for the 2018 Annual Meeting of Stockholders, filed on January 19, 2018, and the terms of the employment agreement for Mr. Cleary before the amended and restated agreements became effective were disclosed in the Company's Current Report on Form 8-K filed on November 13, 2018.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1    Amended and Restated Employment Agreement, dated as of January 11, 2019,
      between the Company and Steven H. Collis.
10.2    Amended and Restated Employment Agreement, dated as of January 11, 2019,
      between the Company and John G. Chou.
10.3    Form of Employment Agreement applicable to executive officers.




--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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