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Title: |
Employment Agreement |
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Entities: |
Endo Pharmaceuticals Holdings Inc.; Skadden, Arps, Slate, Meagher & Flom LLP |
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Date: |
2000 |
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Size: |
Preview shows 7KB of 32KB total |
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Price: |
$48 |
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ID: |
#302074 |
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EMPLOYMENT AGREEMENT
Parties
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This Employment Agreement (the "Agreement") made as of July 17, 2000
is entered into by and between Endo Pharmaceuticals Holdings Inc., with its
principal business address at 223 Wilmington-West Chester Pike, Chadds Ford,
Pennsylvania 19317 (the "Company"), and John W. Lyle, residing at 28 Inlet
Terrace, Belmar, New Jersey 07719 ("Executive").
Recitals
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A. The Company has entered into an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of November 26, 1999 and amended from time to
time, among the Company, Endo Inc., a Delaware corporation and a newly formed
wholly owned subsidiary of the Company ("Sub"), and [Target] Pharmaceutical
Corporation, a Delaware Corporation (the "Target"), pursuant to which, among
other things, the Target will merge with and into Sub.
B. The Company desires to retain Executive to provide the services
hereinafter set forth.
C. Executive is willing to continue to provide such services to the
Company on the terms and conditions hereinafter set forth.
Terms of Agreement
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The parties agree as follows:
1. Employment.
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1.1 The Company hereby retains Executive's employment (subject
to the provisions of Section 6) in a senior executive capacity with the Company.
The Executive shall perform such duties and services, consistent with his
positions, as may be assigned to him from time to time by the Board of Directors
of the Company or its designee. In furtherance of the foregoing, the Executive
hereby agrees to perform well and faithfully the aforesaid duties and
responsibilities and the other reasonable senior executive duties and
responsibilities assigned to him from time to time by the Board of Directors of
the Company or its designee. During the Employment Period, the Company shall
provide the Executive with an office, secretarial and other support services
comparable to those provided to other senior executive officers of the Company
at its headquarters and at the Company's facility at 1333 Campus Parkway,
Neptune, New Jersey 07753 for so long as the Company maintains such facility and
afterward at another facility of the Company convenient to the Executive to be
chosen at Executive's discretion.
1.2 Executive hereby accepts this employment on and subject to
the terms and conditions set forth in this Agreement, and shall use his
reasonable best efforts to promote the Company's interests.
{PAGE}
2. Compensations Benefits.
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2.1 Salary. During the Employment Period, as compensation for
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Executive's performance of Executive's duties under this Agreement, the Company
shall pay Executive a Base Salary ("Base Salary") at the annual rate of $325,000
from the date of this Agreement through December 31, 2000. Thereafter, the Base
Salary shall be subject to increase at the option and in the sole discretion of
the Board of Directors of the Company annually. The Base Salary shall be payable
in installments pursuant to the Company's executive payroll policies in force at
the time of payment (but not less frequently than monthly) for the month or
shorter pay period then ended, subject to applicable withholding for FICA,
income taxes and other required payroll deductions.
2.1.1 The Executive's Base Salary will be supplemented
by payment of performance bonuses at the option and in the sole discretion of
the Board of Directors of the Company annually.
2.2 Expenses. During the Employment Period, to the extent such
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expenditures meet the requirements and the policies of the Company for senior
executives, the Company shall reimburse Executive promptly for all reasonable
travel, entertainment, parking, business meeting and similar expenditures in
pursuance and furtherance of the Company's business, upon presentation of proper
vouchers or receipts therefor and in accordance with the Company's customary
procedures. During the Employment Period, the Company shall provide Executive
with a mobile phone, facsimile machine and photocopying machine for his home
office, and the Company shall reimburse Executive for expenses incurred in the
use thereof by Executive in pursuance and furtherance of the Company's business,
upon presentation of proper vouchers or receipts therefor and in accordance with
the Company's customary procedures.
2.3 Other Benefits. Executive shall be entitled to participate,
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at Executive's option and as eligible, in any Company plans for the benefit of
officers and key employees as from time to time established, including, without
limitation, profit sharing, pension plan, stock option plans, performance bonus
plans, disability, medical and group life insurance. If the Company shall not
provide coverage for comprehensive family major medical, family dental,
disability and life insurance to Executive, he shall be reimbursed for the cost
of such coverage acquired by him elsewhere.
3. Employment Period; Termination.
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3.1 Employment Period. Executive's employment term ("Employment
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Period") shall terminate on the fifth anniversary of the date of this Agreement
unless earlier terminated pursuant to Section 3.2.
3.2 Termination.
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3.2.1 Termination for Cause. The Company may, upon the
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