PRIORITY HEALTHCARE CORP
EMPLOYMENT AGREEMENT STEPHEN M. SAFT
<DOCUMENT>
<TYPE>EX-10.O
<SEQUENCE>6
<FILENAME>dex10o.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT STEPHEN M. SAFT
<TEXT>
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                                                                    EXHIBIT 10-O

                         Executive Employment Agreement

This Executive Employment Agreement is entered into this 19/th/ day of November,
2002 ("Effective Date") between Priority Healthcare Corporation and its
affiliated and subsidiary companies, with its primary offices at 250 Technology
Park, Suite 124, Lake Mary, Florida 32746 ("Company") and Stephen M. Saft
("Executive").

                                   WITNESSETH:

WHEREAS, Company desires to employ Executive for the period provided for in this
Agreement and the Executive is willing to accept such employment with the
Company on a full-time basis, all in accordance with the terms and conditions
specified in this Agreement;

NOW THEREFORE, for and in consideration of ten dollars, the terms contained in
this Agreement and other good and valuable consideration, the receipt and
sufficiency of which is affirmed by the parties by their execution of this
Agreement, the parties agree and covenant to the following terms and conditions:

1.   Employment

1.1  The Company hereby employs the Executive and the Executive hereby accepts
     employment with the Company as the Senior Vice President and Chief
     Financial Officer for the period set forth in Section 1.3, upon the terms
     and conditions outlined in this Agreement.

1.2  The Executive affirms he is under no other obligation to any former
     employer or to any other third party that is in any way inconsistent with
     or imposes any restriction upon the Executive's employment with the
     Company.

1.3  Unless otherwise terminated under the terms of this Agreement, the term of
     Executive's employment under this Agreement shall be initially for the
     period beginning upon the date of execution hereof and continuing through
     December 31, 2002; PROVIDED THAT on December 31, 2002 and every December
     31st thereafter, the term of the Executive's employment shall automatically
     be extended for an additional one (1) year period ("Employment Term"),
     unless ninety (90) days prior to December 31st each year, the Company shall
     have given the Executive or the Executive shall have given the Company a
     written notice that the Employment Term shall not be extended.

2.   Duties

2.1  The Executive shall be employed as Senior Vice President and Chief
     Financial Officer of the Company, and shall, subject to the direction of
     the Board of Directors of Company ("the Board") and his supervisor, use his
     best efforts to faithfully and competently perform such duties as are
     detailed in Exhibit A, attached hereto and

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     hereby incorporated herein and shall also perform and discharge such other
     executive employment duties and responsibilities consistent with his
     position as Senior Vice President and Chief Financial Officer.

2.2  Executive's primary workplace will be located in greater Orlando, Florida.
     Except as set out herein or otherwise be approved in advance by the Board
     and except for reasonable periods of absence related to vacation, sick
     leave, other personal matters, personal injury and/or service activities,
     Executive shall devote his full time, attention, skill and effort during
     normal business hours throughout Executive's employment, to the duties and
     responsibilities associated with his position.

2.3  Executive shall not, during such employment with Company, engage in any
     other business or volunteer activity requiring any substantial amount of
     his time (whether or not such business activity is pursued for gain, profit
     or pecuniary advantage).

3.   Compensation

3.1  As compensation for the performance of Exhibit A duties herein, the Company
     shall pay the Executive a base salary specified in Exhibit B "Salary &
     Benefits", attached hereto and hereby incorporated herein. The base salary
     shall be identified hereinafter as "Salary." Any Salary hereunder shall be
     paid at regular intervals but no less frequently than bi-weekly in
     accordance with the Company's payroll practices. Annual increases in salary
     shall be determined by the Board and the CEO in their sole discretion.

3.2  Executive will be entitled to receive bonus compensation from the Company
     annually, based upon a set of performance targets established by the
     Chairman and Vice Chairman of the Executive Committee, the CEO and as
     approved by the Board or, at the Board's direction, the Compensation
     Committee of the Board of Directors of the Company ("Bonus Performance
     Targets"). Annually said Bonus Performance Targets shall be incorporated as
     Exhibit C attached to this Agreement, amended annually and hereby
     incorporated herein, without the necessity of said Exhibit being executed
     by the parties to this Agreement.

3.3  Payment of any Base Salary and/or Bonus hereunder shall be subject to
     applicable withholding, payroll and other local, state and federal taxes,
     as required by applicable law or the Company's Executive benefit plans.

4.   Other Benefits

     During the term hereof, and any extensions hereto, Executive shall be
     eligible to:

4.1  participate in Executive fringe benefits, pension and/or profit sharing
     plans that may be provided by Company for its Executive Executives in
     accordance with the provisions of such plans, as such plans may be in
     effect from time to time;

4.2  participate in medical, health plans and/or other Executive welfare and/or
     benefit plans that may be provided by the Company for its Executive
     Executives in

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     accordance with the provisions of such plans that may be in effect from
     time to time;

4.3  twenty-five (25) paid vacation days in each calendar year, beginning
     January 1, 2002, as well as all paid holidays given by the Company to its
     Executive officers;

4.4  personal time off, sick leave, sick pay and disability benefits in
     accordance with any Company policy that may be applicable to Executive
     Executives from time to time;

4.5  reimbursement for all reasonably necessary out-of-pocket business expenses
     incurred by the Executive in the performance of his duties as detailed
     herein, in accordance with Company's policies pertaining to such
     out-of-pocket business expenses and in accordance with applicable state and
     federal laws and regulations;

4.6  term insurance coverage on the life of the Executive in the aggregate
     amount provided by the Company for its Executive Executives in accordance
     with applicable Company benefit plans;

4.7  participation in any stock option plans generally available to the
     Company's key Executives; and

4.8  such additional benefits as may be agreed upon by the parties from time to
     time and incorporated herein as Exhibit E.

5.   Confidential and Proprietary Information

5.1  Executive has and will have access to and will participate in the
     development of confidential and/or proprietary information and trade
     secrets related to the business of the Company and its current and future
     subsidiaries, affiliates and related entities of the Company, hereinafter
     referred to as "Confidential Information," including but not limited to:

     .  Customer and physician lists
     .  Patient confidential medical records and other personal information
     .  Referral sources
     .  Financial statements
     .  Cost and other financial reports
     .  Contract proposals or bidding information
     .  Business plans
     .  Training and operations methods, manuals and programs
     .  Reports and correspondence
     .  Systems, Processes, Policies and Procedures
     .  All other Tangible and Intangible property which are used in the
        operation of the Company
     .  Information Systems and Software

5.2  Confidential Information does not include information that is or becomes
     generally publicly available (unless in violation of Executive's
     obligations under this

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     Agreement) and/or Confidential Information that Executive receives on a
     non-confidential basis and not known by him/her as confidential.

5.3  Executive shall not disclose, use or make known for his or another's
     benefit any Confidential Information or use Confidential Information in any
     way that is other than in the best interests of the Company.

5.4  Executive may disclose Confidential Information when required by applicable
     law or judicial proceeding, but only after (a) providing notice to the
     Company of the receipt of a request from applicable governmental authority
     (b) advising the Company of Executive's intention to respond to such
     request and (c) Company's sufficient opportunity to respond, challenge or
     limit the scope of Executive's Disclosure.

5.5  Executive acknowledges and agrees that a remedy at law for breach or
     threatened breach of this Section 5 would be inadequate and agrees that
     Company shall be entitled to injunctive relief in addition to any other
     available rights and remedies in case of any breach or threatened breach.

5.6  In the event of termination of Executive's employment with the Company for
     any reason, including this Section 5, the Executive will immediately return
     to Company any Confidential Information in whatever form possessed by
     Executive.

5.7  Executive's obligations hereunder shall survive the expiration or
     termination of this Agreement and shall apply to Executive's heirs,
     successors and/or legal representatives.

6.   Termination

6.1  Executive's termination of employment under this Agreement shall occur in
     the event of one or more of the following:

     6.1.1. Death of Executive;

     6.1.2. Change of Control of the Company as defined in Exhibit D, attached
     hereto and hereby incorporated herein.

     6.1.3. Executive's Disability which results in Executive's inability to
     perform his responsibilities as detailed herein for a period of more than
     90 days, whether or not consecutive, within any consecutive twelve (12)
     month period;

     6.1.4. Executive's written notice to the Company, delivered at least 90
     days prior to the effective date of the termination, that the Executive is
     terminating his employment "for good reason," defined as:

          a.   Assignment to Executive of duties materially inconsistent with
               Executive's position, authority, duties or responsibilities as
               outlined herein;

          b.   Action by Company resulting in a material diminution or material
               adverse change in Executive's title, position, authority, duties
               or responsibilities;

          c.   Material breach by the Company of this Agreement, including
               requiring Executive to be based at a location other than Orlando,
               Florida metropolitan area, as specified in Section 2.2 of this
               Agreement;

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          d.   Company failure to continue any cash or stock-based bonus plan,
               retirement plan, welfare or other benefit or incentive plan,
               unless the aggregate value of all such compensation, retirement
               and benefit plans provided to the Executive is not less than the
               aggregate value of the plans before such change;

          e.   a reduction by the Company of Executive's Base Salary as in
               effect on the Effective Date of this Agreement or as said Base
               Salary shall be increased hereafter from time to time

     6.1.5. Company's termination of Executive without cause or notice to
     Executive of nonrenewal of this Agreement under Section 1.3.

     6.1.6. Company's written notice of termination of Executive "for cause,"
     defined as Executive's:

          a.   Indictment of or the entering of a plea of nolo contendere by the
               Executive with respect to having committed a felony;

          b.   Acts of fraud, theft or criminal conduct that are detrimental to
               the financial condition or business reputation of the Company;

          c.   Acts of dishonesty or gross negligence by the Executive, which
               acts would not be qualified for indemnification under the
               Directors' and Officers' Liability Insurance Policy; or

          d.   Willful acts or failure(s) to act consistent with or willful
               disregard of his obligations under Company policies or this
               Agreement.

     6.1.7 Executive shall not be deemed to have been terminated for cause
     unless and until there shall have been delivered to him/her a copy of a
     resolution duly adopted by the affirmative vote of not less than a majority
     of the entire membership of the Company's Board at a meeting called and
     held for the purpose (after reasonable notice to Executive and an
     opportunity for Executive, together with his counsel, to be heard before
     such Board), finding that, in the good faith opinion of such Board,
     Executive was guilty of conduct constituting "cause" and specifying the
     particulars thereof in detail.

6.2  In the event Executive's employment hereunder is terminated under Section
     6.1.1, 6.1.2, 6.1.3, 6.1.4, or 6.1.5, Company shall pay to Executive, as
     severance pay or liquidated damages or both, a lump-sum cash payment equal
     to the present value of the sum of the following amounts:

          a.   The Base Salary that would have been paid to the Executive
               throughout the greater of the number of months remaining under
               the term of this Agreement or 12 months;

          b.   The annual bonus amount in the year of termination of Executive's
               employment, calculated at the higher of the base bonus
               opportunity or the average bonus percentage of Base Salary
               payable to Executive for the two (2) years immediately preceding
               the year of termination, and c. The annualized long-term
               incentive award for the year in which the Executive's employment
               is terminated, at the higher of the targeted level of the award
               or the anticipated actual incentive award.

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     6.3  Executive shall continue to participate in the medical, dental, life,
          accident and disability benefit plans of the Company as provided for
          herein on the same basis and at the same cost to Executive as on the
          date of termination or resignation until the first anniversary of such
          termination or resignation.

     6.4  To the extent that Executive is not then 100% vested in any employer
          matching contribution and earnings thereon allocated to his account in
          the Company's 401(k) Plan and said non-vested amount is forfeited, the
          Company will pay Executive a lump sum amount on the date of such
          forfeiture equal to the non-vested forfeited amount.

     6.5  To the extent that Executive's employment is terminated and Executive
          is entitled to receive funds from Company's profit sharing plan,
          deferred compensation plan, excess plan and/or the Equity Unit Plan
          for the period of time during which Executive was actively engaged as
          an Executive of Company, Company shall pay Executive any accrued
          profit sharing or other amounts through the date of termination of
          Executive's employment. However, Executive shall not, from the date of
          Executive's termination from employment or during the period when
          Company is paying Executive severance pay or liquidated damages or
          both after such date of termination of employment, be entitled to
          participate in any Company profit sharing programs.

     6.6  Except as required by law and except as provided in Sections 6.2, 6.3,
          6.4, 6.5 and 6.7, Company shall not be obligated to make any payments
          to Executive or on his behalf by reason of Executive's cessation of
          employment other than such amounts, if any, of his Salary as shall
          have accrued and remain unpaid as of the date of cessation of
          employment.

     6.7  No interest shall accrue on or be paid with respect to any timely
          payments made hereunder.

     6.8  Any rights or interest of Executive in Restricted Stock or other Stock
          Option Grants as provided for in the applicable Restricted Stock or
          other Stock Option Plan documents and agreements.

7.   Change of Control

     7.1  Notwithstanding the foregoing, if a Change in Control of the Company
          (as defined in Exhibit D) shall occur prior to the expiration of the
          original term or any extensions of the term of this Agreement, then
          the term of this Agreement shall automatically become a term of three
          (3) years commencing on the date of any such Change in Control.

     7.2  In the event a Change of Control as outlined in Exhibit D should
          occur, the following benefits, less any amounts required to be
          withheld therefrom under any applicable federal, state or local income
          tax, other tax, or social security laws or

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     similar statutes, shall be paid to Executive upon any termination of his
     employment with the Company subsequent to a Change in Control:

               (A) Within thirty (30) days following such a termination,
          Executive shall be paid, at his then-effective salary, for services
          performed through the date of his termination. In addition, Executive
          shall be paid the bonus accrued through the date of termination,
          calculated at the higher of the base bonus opportunity or the average
          bonus percentage of Base Salary payable to Executive for the two (2)
          years immediately preceding the year of termination, pro-rated for the
          number of months from January 1 of the year in which the Change of
          Control occurs through the end of the month in which the Change of
          Control occurs and the annualized long-term incentive award for the
          year in which the Change of Control occurs, at the higher of the
          targeted level of the award or the anticipated actual incentive award,
          pro-rated for the number of months from January 1 of the year in which
          the Change of Control occurs through the end of the month in which the
          Change of Control occurs.

               (B) Within thirty (30) days following such a termination,
          Executive shall be paid a lump sum payment of an amount equal to two
          and nine-tenths (2.9) times Executive's "Base Amount." For purposes
          hereof, Base Amount is defined as the higher of Executive's average
          includable compensation paid by the Company for the five (5) most
          recent taxable years ending before the date on which the Change in
          Control occurs or the Base Salary plus Executive's applicable annual
          bonus opportunity. The definition, interpretation and calculation of
          the dollar amount of Base Amount shall be in a manner consistent with
          and as required by the provisions of Section 280G of the Internal
          Revenue Code of 1986, as amended ("Code"), and the regulations and
          rulings of the Internal Revenue Service promulgated there under.

               (C)(i) In the event that any payment or benefit (within the
          meaning of Section 280G(b)(2) of the Code) paid or payable to the
          Executive or for his benefit pursuant to the terms of this Agreement
          or otherwise (including any benefit from the exercise of stock options
          vested early because of a change in control) in connection with, or
          arising out of, his employment with the Company or a change in
          ownership or effective control of the Company or of a substantial
          portion of its assets (a "Payment" or "Payments"), would be subject to
          the excise tax imposed by Section 4999 of the Code or any interest,
          penalties, additional tax or similar items are incurred by the
          Executive with respect to such excise tax (such excise tax, together
          with any such interest, penalties, additional tax or similar items are
          hereinafter collectively referred to as the "Excise Tax"), then the
          Executive will be entitled to receive an additional payment (a
          "Gross-Up Payment") in an amount such that after payment by the
          Executive of all taxes (including any interest, penalties, additional
          tax or similar items imposed with respect thereto and the Excise Tax)
          including any Excise Tax imposed upon the Gross-Up Payment, the
          Executive


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          retains an amount of the Gross-Up Payment equal to the Excise Tax
          imposed upon the Payments.

               (ii)  An initial determination as to whether a Gross-Up Payment
          is required pursuant to this Agreement and the amount of such Gross-Up
          Payment shall be made at the Company's expense by an accounting firm
          selected by the Company and reasonably acceptable to the Executive
          which is designated as one of the four largest accounting firms in the
          United States (the "Accounting Firm"). The Accounting Firm shall
          provide its determination (the "Determination"), together with
          detailed supporting calculations and documentation to the Company and
          the Executive within ten days of the Termination Date if applicable,
          or such other time as requested by the Company or by the Executive and
          if the Accounting Firm determines that no Excise Tax is payable by the
          Executive with respect to a Payment or Payments, it shall furnish the
          Executive with an opinion reasonably acceptable to the Executive that
          no Excise Tax will be imposed with respect to any such Payment or
          Payments. Within ten days of the delivery of the Determination to the
          Executive, the Executive shall have the right to dispute the
          Determination (the "Dispute"). The Gross-Up Payment, if any, as
          determined pursuant to this subsection 6(c) (ii) shall be paid by the
          Company to the Executive within five days of the receipt of the
          Accounting Firm's Determination. The existence of the Dispute shall
          not in any way affect the Executive's right to receive the Gross-Up
          Payment in accordance with the Determination. If there is no Dispute,
          the Determination shall be binding, final and conclusive upon the
          Company and the Executive subject to the application of subsection
          6(c) (iii) below.

               (iii) As a result of the uncertainty in the application of
          Sections 4999 and 280G of the Code, it is possible that a Gross-Up
          Payment (or a portion thereof) will be paid which should not have been
          paid (an "Excess Payment") or a Gross-Up Payment (or a portion
          thereof) which should have been paid will not have been paid (an
          "Underpayment"). An Underpayment shall be deemed to have occurred (a)
          upon notice (formal or informal) to the Executive from any
          governmental taxing authority that the Executive's tax liability
          (whether in respect of the Executive's current taxable year or in
          respect of any prior taxable year) may be increased by reason of the
          imposition of the Excise Tax on a Payment or Payments with respect to
          which the Company has failed to make a sufficient Gross-Up Payment,
          (b) upon a determination by a court, (c) by reason of determination by
          the Company (which shall include the position taken by the Company,
          together with its consolidated group, on its federal income tax
          return) or (d) upon the resolution of the Dispute to the Executive's
          satisfaction. If an Underpayment occurs, the Executive shall promptly
          notify the Company and the Company shall promptly, but in any event,
          at least five days prior to the date on which the

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     applicable government taxing authority has requested payment, pay to the
     Executive an additional Gross-Up Payment equal to the amount of the
     Underpayment plus any interest, penalties, additional taxes or similar
     items imposed on the Underpayment. An Excess Payment shall be deemed to
     have occurred upon a "Final Determination" (as hereinafter defined) that
     the Excise Tax shall not be imposed upon a Payment or Payments (or portion
     thereof) with respect to which the Executive had previously received a
     Gross-Up Payment. A "Final Determination" shall be deemed to have occurred
     when the Executive has received from the applicable government taxing
     authority a refund of taxes or other reduction in the Executive's tax
     liability by reason of the Excise Payment and upon either (x) the date a
     determination is made by, or an agreement is entered into with, the
     applicable governmental taxing authority which finally and conclusively
     binds the Executive and such taxing authority, or in the event that a claim
     is brought before a court of competent jurisdiction, the date upon which a
     final determination has been made by such court and either all appeals have
     been taken and finally resolved or the time for all appeals has expired or
     (y) the statute of limitations with respect to the Executive's applicable
     tax return has expired. If an Excess Payment is determined to have been
     made, the amount of the Excess Payment shall be treated as a loan by the
     Company to the Executive and the Executive shall pay to the Company on
     demand (but not less than ten days after the Final Determination of such
     Excess Payment and written notice has been delivered to the Executive) the
     amount of the Excess Payment plus interest at an annual rate equal to the
     Applicable Federal Rate provided for in Section 1274(d) of the Code from
     the date the Gross-Up Payment (to which the Excess Payment relates) was
     paid to the Executive until the date of repayment to the Company.

          (iv) Notwithstanding anything contained in this Agreement to the
     contrary, in the event that, according to the Determination, an Excise Tax
     will be imposed on any Payment or Payments, the Company shall pay to the
     applicable government taxing authorities as Excise Tax withholding, the
     amount of the Excise Tax that the Company has actually withheld from the
     Payment or Payments.

7.3  The Company is aware that upon the occurrence of a Change in Control the
     Board of Directors or a shareholder of the Company may then cause or
     attempt to cause the Company to refuse to comply with its obligations under
     this Agreement, or may cause or attempt to cause the Company to institute,
     or may institute, litigation seeking to have this Agreement declared
     unenforceable, or may take or attempt to take other action to deny
     Executive the benefits intended under this Agreement. In these
     circumstances, the purpose of this Agreement could be frustrated. It is the
     intent of the Company that Executive not be required to incur the expenses
     associated with the enforcement of his rights under this Agreement by
     litigation or other legal action, nor be bound to negotiate any settlement
     of his

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          rights hereunder, because the cost and expense of such legal action or
          settlement would substantially detract from the benefits intended to
          be extended to Executive hereunder. Accordingly, if following a Change
          in Control it should appear to Executive that the Company has failed
          to comply with any of its obligations under this Agreement or in the
          event that the Company or any other person takes any action to declare
          this Agreement void or unenforceable, or institutes any litigation or
          other legal action designed to deny, diminish or to recover from
          Executive the benefits entitled to be provided to the Executive
          hereunder, and that Executive has complied with all of his obligations
          under this Agreement, the Company irrevocably authorizes Executive
          from time to time to retain counsel of his choice, at the expense of
          the Company as provided in this Section 7, to represent Executive in
          connection with the initiation or defense of any litigation or other
          legal action, whether such action is by or against the Company or any
          director, officer, shareholder, or other person affiliated with the
          Company, in any jurisdiction. Notwithstanding any existing or prior
          attorney-client relationship between the Company and such counsel, the
          Company irrevocably consents to Executive entering into an
          attorney-client relationship with such counsel, and in that connection
          the Company and Executive agree that a confidential relationship shall
          exist between Executive and such counsel. The reasonable fees and
          expenses of counsel selected from time to time by Executive as
          hereinabove provided shall be paid or reimbursed to Executive by the
          Company on a regular, periodic basis upon presentation by Executive of
          a statement or statements prepared by such counsel in accordance with
          its customary practices. Any legal expenses incurred by the Company by
          reason of any dispute between the parties as to enforceability of or
          the terms contained in this Agreement as provided by this Section 7,
          notwithstanding the outcome of any such dispute, shall be the sole
          responsibility of the Company, and the Company shall not take any
          action to seek reimbursement from Executive for such expenses.

7.4  Executive is not required to mitigate the amount of benefit payments to be
     made by the Company pursuant to this Agreement by seeking other employment
     or otherwise, nor shall the amount of any benefit payments provided for in
     this Agreement be reduced by any compensation earned by Executive as a
     result of employment by another employer or which might have been earned by
     Executive had Executive sought such employment, after the date of
     termination of his employment with the Company or otherwise.

7.5  The Company shall also provide Executive with the benefits set forth in
     Section 7 of this Agreement upon any termination of Executive's employment
     with the Company at Executive's option after a Change in Control followed
     by the happening of any one of the following events:

          (A) Without Executive's express written consent, the assignment of
     Executive to any duties which, in Executive's reasonable judgment, are
     materially inconsistent with his positions, duties, responsibilities or
     status with the Company immediately prior to the

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     Change in Control or a substantial reduction of his duties or
     responsibilities which, in Executive's reasonable opinion, does not
     represent a promotion from his position, duties or responsibilities
     immediately prior to the Change in Control.

          (B) A reduction by the Company in Executive's salary from the level of
     such salary immediately prior to the Change in Control or the Company's
     failure to increase (within twelve (12) months of Executive's last increase
     in base salary) Executive's base salary after a Change in Control in an
     amount which at least equals, on a percentage basis, the average percentage
     increase in base salary for all executive and senior officers of the
     Company effected in the preceding twelve (12) months.

          (C) The failure by the Company to continue in effect any incentive,
     bonus or other compensation plan in which Executive participates, including
     but not limited to the Company's stock option plans, unless an equitable
     arrangement (embodied in an ongoing substitute or alternative plan), with
     which Executive has consented, has been made with respect to such plan in
     connection with the Change in Control, or the failure by the Company to
     continue Executive's participation therein, or any action by the Company
     which would directly or indirectly materially reduce Executive's
     participation therein.

          (D) The failure by the Company to continue to provide Executive with
     benefits substantially similar to those enjoyed by Executive or to which
     Executive was entitled under any of the Company's principal pension, profit
     sharing, life insurance, medical, dental, health and accident, or
     disability plans in which Executive was participating at the time of a
     Change in Control, the taking of any action by the Company which would
     directly or indirectly materially reduce any of such benefits or deprive
     Executive of any material fringe benefit enjoyed by Executive or to which
     Executive was entitled at the time of the Change in Control, or the failure
     by the Company to provide Executive with the number of paid vacation and
     sick leave days to which Executive is entitled on the basis of years of
     service or position with the Company in accordance with the Company's
     normal vacation policy in effect on the date hereof.

          (E) The Company's requiring Executive to be based anywhere other than
     the metropolitan area where the Company office at which he was based
     immediately prior to the Change in Control was located, except for required
     travel on the Company's business in accordance with the Company's past
     management practices.


          (F) Any failure of the Company to obtain the assumption of the
     obligation to perform this Agreement by any successor as contemplated in
     Section 8 hereof.

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          (G) Any failure by the Company or its shareholders, as the case may
     be, to reappoint or reelect Executive to a corporate office held by him
     immediately prior to the Change in Control or his removal from any such
     office including any seat held at such time on the Company's Board of
     Directors.

          (H) The effectiveness of a resignation, tendered at any time, either
     before or after a Change in Control and regardless of whether formally
     characterized as voluntary or otherwise, by Executive of any corporate
     office held by him immediately prior to the Change in Control or of any
     seat held at such time on the Company's Board of Directors, at the request
     of the Company or at the request of the person obtaining control of the
     Company in such Change in Control.

          (I) Any purported termination of the Executive's employment which is
     not effected pursuant to a Notice of Termination satisfying the
     requirements of this Agreement.

          (J) Any request by the Company that Executive participate in an
     unlawful act or take any action constituting a breach of Executive's
     professional standard of conduct.

          (K) Any breach by the Company of any of the provisions of this
     Agreement or any failure by the Company to carry out any of its obligations
     hereunder.

Notwithstanding anything in this Agreement to the contrary, Executive's right to
terminate Executive's employment pursuant to this Section 7 shall not be
affected by Executive's incapacity due to physical or mental illness.

8.   No Assignment

8.1  Neither this Agreement nor any right or interest hereunder is assignable by
     Executive or Executive's beneficiaries or legal representatives without
     Company's prior written consent; provided however, nothing in this
     Agreement shall preclude the Executive from designating a beneficiary to
     receive any benefit payable hereunder upon Executive's death or incapacity.

8.2  Notwithstanding the terms herein, this Agreement and the Company's rights
     hereunder may be assigned by the Company pursuant to a merger or
     consolidation that is not defined as a Change of Control in Exhibit D.

8.3  No right to receive payments under this Agreement shall be subject to
     anticipation, commutation, alienation, sale, assignment, encumbrance,
     charge, pledge, attachment, and levy or to assignment by operation of law.
     Any attempt, voluntary or involuntary, to effect any such action shall be
     null, void and of no effect.

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9.   Severability

     Should any clause, portion or section of this Agreement be unenforceable or
     invalid for any reason, such unenforceability or invalidity shall not
     affect the enforceability or validity of the remainder of this Agreement.
     Should any particular covenant in this Agreement be held unreasonable or
     unenforceable for any reason, including without limitation, the time
     period, geographical area and scope of activity covered by such covenant,
     then the covenant shall be given effect and enforced to whatever extent
     would be reasonable and enforceable.

10.  Non-Compete Agreement

     This Agreement shall be subject to and hereby incorporates herein the terms
     of the Non-Compete Agreement between Executive and Company executed at the
     time of initiation of Executive's employment with Company.

11.  Indemnity

To the extent permitted by applicable law and the charter and by-laws of the
Company, Company shall:

11.1 Indemnify Executive and hold Executive harmless for any acts or decisions
     made by him in good faith while performing services for the Company.
     Company will use reasonable best efforts to maintain and, after
     termination, continue coverage for Executive under Director's and Officer's
     liability coverage to the same extent as other current or former officers
     and directors of the Company; and

11.2 Advance or pay all expenses, including attorney's fees actually and
     necessarily incurred by the Executive in connection with the defense of any
     action, suit or proceeding arising out of Executive's service for the
     Company and in connection with any appeal thereon, including the cost of
     court settlements.

12.  No Mitigation

In the event of Executive's resignation or termination of Executive's employment
hereunder, Executive shall have no obligation to seek other employment or
otherwise mitigate damages and there shall be no offset for any remuneration
attributable to any subsequent employment that the Executive may obtain.

13.  Notices

All notices which are required or may be given pursuant to the terms of this
Agreement shall be in writing and shall be sufficiently delivered if provided in
writing, delivered personally, by certified or registered mail, return receipt
requested, by a nationally recognized overnight courier or via facsimile
confirmed in writing to the recipient. Delivery shall be to Company at Company's
principal place of business and to Executive at Executive's most recently filed
home address.

Any termination of Executive's employment with the Company hereof shall be
communicated by written "Notice of Termination" to the other party hereto. Any
"Notice of Termination" given by Executive or given by the Company in connection
with a

                                       13

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termination as to which the Company believes it is not obligated to
provide Executive with benefits set forth herein shall indicate the specific
provisions of this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for such
termination.

14.  Enforcement

Any dispute arising under this Agreement shall, at the election of either party,
be resolved by final and binding arbitration to be held in the Orlando, Florida
metropolitan area in accordance with the rules and procedures of the American
Arbitration Association. Judgment upon the award entered by the arbitrator may
be entered in any court having jurisdiction thereof.

15.  Governing Law

This Agreement is governed by the laws of the state of Indiana.

16.  Waiver

Failure to insist upon strict compliance with any of the terms, conditions or
provisions of this Agreement shall not be deemed a waiver hereof, nor shall any
waiver or relinquishment of any right or power hereunder at any one or more
times be deemed a waiver or relinquishment of any right or power at any other
time.

17.  No Amendment

This Agreement may not be modified or amended without prior written consent of
both Executive and Company.

18.  Counterparts

This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute the same
instrument.

IN WITNESS WHEREOF, Company and Executive have executed on the date first stated
above.

/s/ Steven Cosler                         /s/ Stephen M. Saft
------------------------------------      --------------------------------------
Priority Healthcare Corporation           Executive

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<PAGE>

                                    EXHIBIT A
                                Executive Duties
                Senior Vice President and Chief Financial Officer

     Executive shall perform the duties and responsibilities and shall have the
     responsibilities and powers as shall be determined from time to time. All
     such duties, responsibilities and/or powers as may reasonably assigned in
     furtherance of Executive's responsibilities and the business requirements
     of Company shall be subject to the order, direction and supervision of any
     superior officers of the Company. Executive's duties include but are not
     limited to:

 POSITION SUMMARY:

     .    Manage all accounting functions to include: Inventory control/AR/AP/
          General Ledger & DDD Control Liaison, Billing, Benefits, Doctor
          Contracts, Special Projects/EDP.
     .    Oversee the interaction of the Accounting Department/Benefits Dept.
          and how they interface with total operation. All General Ledger
          entries and balancing of accounts to General Ledger.
     .    Review and approve all A/R adjustments. Monitor and log billing and
          posting errors for review with President. Review Financial Statement
          with President.
     .    Prepare Financials for Corporate office and interface with Corporate
          Accounting and other Corporate officers.
     .    Evaluate computer needs of each department and build appropriate
          network.
     .    Monitor return goods procedures to make sure proper accounting of such
          is being captured on General Ledger. Monitor follow-up action needed.
          Monitor Destruction Log to coincide with any write-off of inventory.
     .    Develop inventory control program to include monthly inventory counts
          and reports. Develop purchasing system with pharmacy to make sure
          P.O.'s are completed accurately. Responsible for tracking acquisition
          costs.
     .    Monitor DEA program with pharmacy to make sure we are in total
          compliance
     .    Back-up, supervise and organize Accounting Specialist.
     .    Review monthly A/R aging and interface with Collection Specialist as
          needed.
     .    Maintain standards and strive for departmental QA/QI goals
     .    Development and implementation of a comprehensive business forecasting
          model
     .    Acquisitions analysis and transactions
     .    Proactive ideas to improve business performance
     .    Calls with analysts and other investor matters as designated
     .    Development and implementation of a financial reporting system
          compliant with all applicable SEC, NASDAQ, state and federal laws and
          regulations
     .    Other responsibilities as assigned by President/CEO.

                                       15

<PAGE>

                                    EXHIBIT B

                                Salary & Benefits

                                       16

<PAGE>

                                    EXHIBIT C
                            Bonus Performance Targets
                                      2002

                                       17

<PAGE>

                                    EXHIBIT D
                          Change in Control of Company

     Change of Control of the Company shall be defined as:

          (A) The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act as in
     effect from time to time) of twenty-five percent (25%) or more of either
     (i) the then outstanding shares of common stock of the Company or (ii) the
     combined voting power of the then outstanding voting securities of the
     Company entitled to vote generally in the election of directors; provided,
     however, that the following acquisitions shall not constitute an
     acquisition of control: (i) any acquisition directly from the Company
     (excluding an acquisition by virtue of the exercise of a conversion
     privilege), (ii) any acquisition by the Company, (iii) any acquisition by
     any Executive benefit plan (or related trust) sponsored or maintained by
     the Company or any Company controlled by the Company, (iv) any acquisition
     by any Company pursuant to a reorganization, merger or consolidation, if,
     following such reorganization, merger or consolidation, the conditions
     described in clauses (i), (ii) and (iii) of subsection (C) of this Section
     2 are satisfied, (v) any acquisition by William E. Bindley or (vi) upon the
     death of William E. Bindley, any acquisition triggered by his death by
     operation of law, by any testamentary bequest or by the terms of any trust
     or other contractual arrangement established by him;

          (B) Individuals who, as of the date hereof, constitute the Board of
     Directors of the Company (the "Incumbent Board") cease for any reason to
     constitute at least a majority of the Board of Directors of the Company
     (the "Board"); provided, however, that any individual becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     the Company's shareholders, was approved by a vote of at least a majority
     of the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose, any such individual whose initial assumption of office
     occurs as a result of either an actual or threatened election contest (as
     such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
     Exchange Act) or other actual or threatened solicitation of proxies or
     consents by or on behalf of a Person other than the Board; or

          (C) Approval by the shareholders of the Company of a reorganization,
     merger or consolidation, in each case, unless, following such
     reorganization, merger or consolidation, (i) more than sixty percent

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<PAGE>

     (60%) of, respectively, the then outstanding shares of common stock of the
     Company resulting from such reorganization, merger or consolidation and the
     combined voting power of the then outstanding voting securities of such
     Company entitled to vote generally in the election of directors is then
     beneficially owned, directly or indirectly, by all or substantially all of
     the individuals and entities who were the beneficial owners, respectively,
     of the outstanding Company common stock and outstanding Company voting
     securities immediately prior to such reorganization, merger or
     consolidation in substantially the same proportions as their ownership,
     immediately prior to such reorganization, merger or consolidation, of the
     outstanding Company stock and outstanding Company voting securities, as the
     case may be, (ii) no Person (excluding the Company, any Executive benefit
     plan or related trust of the Company or such Company resulting from such
     reorganization, merger or consolidation and any Person beneficially owning,
     immediately prior to such reorganization, merger or consolidation, directly
     or indirectly, twenty-five percent (25%) or more of the outstanding Company
     common stock or outstanding voting securities, as the case may be)
     beneficially owns, directly or indirectly, twenty-five percent (25%) or
     more of, respectively, the then outstanding shares of common stock of the
     Company resulting from such reorganization, merger or consolidation or the
     combined voting power of the then outstanding voting securities of such
     Company entitled to vote generally in the election of directors and (iii)
     at least a majority of the members of the board of directors of the Company
     resulting from such reorganization, merger or consolidation were members of
     the Incumbent Board at the time of the execution of the initial agreement
     providing for such reorganization, merger or consolidation; or

          (D) Approval by the shareholders of the Company of (i) a complete
     liquidation or dissolution of the Company or (ii) the sale or other
     disposition of all or substantially all of the assets of the Company, other
     than to a Company with respect to which following such sale or other
     disposition (a) more than sixty percent (60%) of, respectively, the then
     outstanding shares of common stock of such Company and the combined voting
     power of the then outstanding voting securities of such Company entitled to
     vote generally in the election of directors is then beneficially owned,
     directly or indirectly, by all or substantially all of the individuals and
     entities who were the beneficial owners, respectively, of the outstanding
     Company common stock and outstanding Company voting securities immediately
     prior to such sale or other disposition in substantially the same
     proportion as their ownership, immediately prior to such sale or other
     disposition, of the outstanding Company common stock and outstanding
     Company voting securities, as the case may be, (b) no Person (excluding the
     Company and any Executive benefit plan or related trust of the Company or
     such Company and any Person beneficially owning, immediately prior to such
     sale or other disposition, directly or

                                       19

<PAGE>

     indirectly, twenty-five percent (25%) or more of the outstanding Company
     common stock or outstanding Company voting securities, as the case may be)
     beneficially owns, directly or indirectly, twenty-five percent (25%) or
     more of, respectively, the then outstanding shares of common stock of such
     Company and the combined voting power of the then outstanding voting
     securities of such Company entitled to vote generally in the election of
     directors and (c) at least a majority of the members of the board of
     directors of such Company were members of the Incumbent Board at the time
     of the execution of the initial agreement or action of the Board providing
     for such sale or other disposition of assets of the Company.

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</DOCUMENT>
