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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Columbia Laboratories Inc.; Watson Pharmaceuticals Inc.; G. Frederick Wilkinson

Date:

2001

Size:

Preview shows 9KB of 37KB total

Price:

$36

ID:

#284025

 

 

► Employment ► Employment Agreements
► Biotech & Drugs ► Pharmaceutical Preparations

 

 

Start of Preview


                              EMPLOYMENT AGREEMENT

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

This agreement ("Agreement") dated as of the 16th day of
March, 2001, between Columbia Laboratories Inc. ("Columbia" or the "Company") a
corporation organized and existing under and by virtue of the laws of the State
of Delaware, having its principal place of business at 100 North Village Avenue,
Rockville Centre, New York 11570 (hereinafter referred to as the "Company"), and
G. Frederick Wilkinson, who resides at 67 Lowery Lane, Mendham, New Jersey 07945
(hereinafter referred to as "Employee").

W I T N E SS E T H:

WHEREAS, the Company is and will be engaged in the
development, testing, registration, manufacturing, licensing, marketing, and
selling of pharmaceutical products; and

WHEREAS, the employee, by reason of his knowledge, skill
and ability is uniquely qualified to aid the Company in the development,
testing, registration, manufacturing, licensing, marketing, and selling of
pharmaceutical products; and

WHEREAS, the Company is desirous of employing the Employee
to provide assistance to the Company in the development, testing, registration,
manufacturing, licensing, marketing, and selling of pharmaceutical products and
the Employee is desirous of being employed by the Company to assist it in the
development, testing, registration, manufacturing, licensing, marketing, and
selling of pharmaceutical products; and

WHEREAS, the Company and Employee desire to enter into this
Agreement so that the rights, duties, benefits and obligations of each in
respect of the employment of the Employee for and by the Company will be fully



uNY2:\1028128\01\M1B401!.DOC\37965.0012
{PAGE}
set forth under the terms and conditions stated herein upon the execution
hereof; and

WHEREAS, the Compensation and Stock Option Committee of the
Board of Directors of the Company have approved the employment of the Employee
upon the terms and conditions set forth herein by a resolution issued by it, and
have authorized the execution and delivery of this Agreement.

NOW, therefore, in consideration of the mutual promises
contained herein, the payment of Ten ($10.00) dollars by each party
to the other, the receipt of which is hereby duly acknowledged, and for other
good and valuable consideration, the Company and Employee agree as follows:

1. EMPLOYMENT

The Company hereby employs the Employee in an executive
capacity, specifically as "President and Chief Executive Officer."
The Employee hereby accepts such employment and agrees to perform the services
and duties specified herein.

2. TERM

(a) The term of this Agreement ("Term") shall be for a
period of Three (3) years from the commencement of the Employee's active
employment on or about April 15, 2001, unless sooner terminated in accordance
with the terms and conditions set forth herein.

(b) Upon the mutual agreement of the Employee and the
Company, the Term may be extended for an additional period of years, either upon
the terms and conditions set forth herein, or upon any other terms and


2
{PAGE}
conditions as may be mutually agreed in writing between the Employee and the
Company. Within six (6) months of expiration of the Agreement's present Term,
the Employee and the Company will conclude all negotiations regarding (i) any
extension of the Term, (ii) renewal of the Agreement, or (iii) expiration of the
Agreement. This Agreement shall otherwise terminate as provided for in Article
2(a) or Articles 5-9, and there shall not be any automatic renewal or other
similar extension of the Term, except as otherwise provided in Article 9.

3. DISABILITY

Disability occurs when, during the Term, the Employee
becomes unable to perform his duties as provided for herein by reason
of illness or injury for a consecutive period of One Hundred and Eighty (180)
days. Upon expiration of the 180 consecutive days, the Company may on Thirty
(30) days written notice to the Employee, terminate the officership held by
Employee. In the event of such termination, the Employee shall remain an
employee of the Company and receive Seventy (70%) percent of his base salary and
annual bonus (based on the amount of his prior year's bonus or 10% of his base
salary, whichever is greater) and all of his fringe benefits as is set forth
below in this Agreement at Articles 11 and 13, respectively through the
remainder of the Term hereof. In addition, the employee's Stock Options will
vest and become exercisable the earlier of twelve (12) months following the
termination of the Employee's officership or at the end of the Term of the
Agreement.

4. DEATH DURING TERM OF AGREEMENT

If the Employee dies during the Term of this Agreement, the
Company shall pay to his estate the Employee's then present base salary and the
annual bonus to which he would be entitled or a minimum of 10% of his then


3
{PAGE}
present base salary, whichever is greater, for the longer of (i) Two (2) years
from the date of his death, or (ii) through to the termination date of this
Agreement. Said sums shall be paid in a single lump sum within 30 days of the
demand for payment by the Executor of the Employee's estate. In addition, the
Employee's Stock Options shall immediately vest and become exercisable and
remain exercisable for the duration of the exercise period.

5. TERMINATION FOR CAUSE

"Cause" shall mean:

(a) The Employee's unexcused absence for any reason other
than vacation, illness, or injury for a period of forty-five (45) consecutive
days.

(b) Willful failure on the part of the Employee to (i)
follow material instructions or policy of the Board of Directors given or
adopted in good faith, or (ii) carry out an agreed upon policy or course of
action as determined by (a) the Board of Directors or (b) a committee of the
Board of Directors, any or all of which is to the detriment of the Company;
provided that, all of said policies, instructions, and/or courses of action are
communicated to and received by the Employee.

(c) The Employee's willful and material misconduct in
carrying out his duties under this Agreement.

(d) The Employee is convicted of a felony crime in
connection with the performance of his duties under this Agreement.


4
{PAGE}
For purposes of this Agreement, "willful" shall mean a
deliberate act or deliberate failure to act in which the Employee did not have a
good faith basis, and shall not include any act or failure to act resulting from
any incapacity of the Employee.

Termination for Cause shall not take effect unless the
provisions of this paragraph are complied with. The Employee shall be given
written notice by the Company of its intention to terminate him for Cause,
stating in detail the particular act(s) or failure(s) to act that constitute the
grounds on which the proposed termination for Cause is based. That written
notice shall be given to the Employee within ninety (90) days of the Company's
learning of such act(s) or failure(s) to act. The Employee shall then have
thirty (30) days after receipt of such written notice to cure such conduct, to
the extent such cure is possible. If the Employee fails to cure such conduct at

 

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