Amerisourcebergen

FACTS AND PROCEDURAL HISTORY

In 1995, Donald R. Roden (“Roden”) was hired as President and Chief Operating Officer of Bergen Brunswig Corporation (“BBC”), the predecessor company to Ameri- sourceBergen Corporation (“ABC”). At this time, Roden and BBC entered into an employment agreement (the “Agree- ment”) providing that Roden would have his employment with BBC consistently extended monthly on a rolling three- year basis1 and would not be fired except for “cause,” as defined in the Agreement. Additionally, the Agreement pro- vided that Roden was entitled to participate in BBC’s ERISA- governed2 Supplemental Executive Retirement Plan (the “SERP”), as well as its interest-free loan program (the “Loan Program”).

Four years after he was hired and two years after being pro- moted to Chief Executive Officer (“CEO”), Roden was given written notice of BBC’s intention to terminate his employ- ment for a reason that apparently did not qualify as “cause” under the Agreement and on terms that may have conflicted with those provided for in the Agreement. Roden thereafter filed a complaint against BBC in the Superior Court in Orange County, California (the “California Superior Court”)…