EXHIBIT 10.14
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment dated as of October 8, 1998 (the "EFFECTIVE DATE"),
between COLUMBIA LABORATORIES, INC., a Delaware corporation and any successor
thereof (the "COMPANY"), and XXXXXXXX X. XXXXXXXXXX ("EMPLOYEE"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the employment agreement between Employee and the Company dated as of April 15,
1997, as amended by the addendum dated as of September 1, 1997 (the "EMPLOYMENT
AGREEMENT").
W I T N E S S E T H :
WHEREAS, the Company is and will be engaged in the development, testing,
registration, manufacturing, licensing, marketing, and selling of pharmaceutical
products;
WHEREAS, Employee and the Company are parties to the Employment
Agreement relating to the terms and conditions of Employee's services as an
employee and officer of the Company;
WHEREAS, the Company and Employee desire to enter into this amendment
(the "AMENDMENT") to the Employment Agreement; and
WHEREAS, the terms of the Employment Agreement shall be modified only by
the specific terms and conditions set forth herein, which shall either add
additional terms to the Employment Agreement or modify and supercede the
provisions in the Employment Agreement that address the subject matter hereof
and, in the event of any inconsistency between this Amendment and the Employment
Agreement, the provisions of this Amendment shall govern;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. EMPLOYMENT; DUTIES. The Company shall employ Employee and
Employee hereby agrees to be employed by the Company for the
remainder of the Term; provided, however, that as of the
Executive Date, Employee hereby resigns from his positions as
Chief Operating Officer and Vice Chairman. His duties shall be
as directed by the Board of Directors or its designee.
Employee shall not be required to provide his services to the
Company on a substantially full-time basis, as set forth in
Section 5(b) of the Employment Agreement; instead, Employee
shall devote approximately five hours per month to his duties
to the Company, as requested by the Company.
2. COMPENSATION. The Company shall continue to pay Employee his
base salary at the annual rate of $300,000 per year during the
period commencing on the day following the Effective Date and
ending on December 31, 1998. Such salary payments shall be
paid in accordance with the Company's payroll practices
commencing on the next payroll date following the Effective
Date, in an amount equal to the amount paid to Employee by the
Company for the payroll period immediately prior to the
Effective Date. For the remainder of the Term after December
31, 1998, the Company shall pay Employee a salary of $500 per
month.
3. FRINGE BENEFITS. Through December 31, 1998 Employee shall
continue to be given an automobile allowance or automobile
lease plan to the extent provided him immediately before the
Effective Date.
4. STOCK OPTIONS. The Company and Employee are parties to option
agreements (the "OPTION AGREEMENTS") in connection with the
Company's 1988 Stock Option Plan, as amended (the "1988
PLAN"), and the Company's 1996 Long-Term Performance Plan (the
"1996 PLAN" and, together with the 1988 Plan, the "PLANS").
Pursuant to the Option Agreements, the Company has granted
Employee stock options (the "STOCK OPTIONS") to purchase up to
a maximum of 1,360,000 shares of common stock of the Company
in accordance with the terms and provisions of the Option
Agreements and the Plans.
(A) 1988 PLAN. The Company and Employee acknowledge that,
as of the Effective Date, all of the 960,000 Stock
Options granted pursuant to the 1988 Plan are vested.
All Stock Options granted thereunder shall remain
exercisable for a period of two and one-half years
after the end of the Term.
(B) 1996 PLAN. The Company and Employee acknowledge that of
the 400,000 Stock Options granted pursuant to the
1996 Plan, 287,500 are vested as of the Effective
Date. To the extent that on or prior to the tenth day
following the Effective Date (the "OPTION
CANCELLATION DATE") Employee exercises any Stock
Options under the Plans, an equal number of Stock
Options that are unvested on the date of such
exercise shall immediately vest on a one-for-one
basis in the order such options would otherwise vest.
Any options under the 1996 Plan which have not vested
on or prior to the Option Cancellation Date shall be
canceled on such date and be of no further force or
effect. The Company and Employee acknowledge that as
set forth in the respective Option Agreements issued
to Employee pursuant to the 1996 Plan, already vested
Stock Options granted under the 1996 Plan shall
remain exercisable by Employee until they expire on
the tenth anniversary of their respective dates of grant.
5. TERMINATION OF EMPLOYMENT WITHOUT CAUSE. During the Term, the
Company may not terminate the employment of Employee other
than for Cause.
6. INDEMNIFICATION. The Company acknowledges that Employee is
entitled to and shall be afforded indemnification in
connection with, relating to, or arising about of his service
as an officer or director of the Company or any other aspect
of his employment with or services for the Company to the
fullest extent that such indemnification is provided to
officers or directors of the Company.
7. COMMENT.
(A) BY THE COMPANY. The Company shall refrain from making now
or at any time in the future any false or defamatory
comment, statement or other communication concerning
Employee or Employee's employment relationship with
the Company to any third party, including, without
limitation, the press, any employee of the Company
and any individual or entity with whom Employee or
the Company has a current or prospective business
relationship.
(B) BY THE EMPLOYEE. Employee shall refrain from making now
or at any time in the future any false or defamatory
comment, statement or other communication concerning
the Company, its products, its services or any
current or former directors, officers or employees of
the Company to any third party, including, without
limitation, the press, any employee of the Company
and any individual or entity with whom Employee or
the Company has a current or prospective business
relationship.
8. PRESS RELEASE. On or immediately following the Effective Date
the Company shall issue a press release regarding the
modification of Employee's positions with and duties to the
Company in the form attached hereto as Exhibit A.
9. ATTORNEY'S FEES AND COSTS. The Company shall promptly pay
Employee's attorneys' fees and related costs in the amount of
$20,000 incurred in connection with the negotiation, drafting
and execution of this Amendment.
10. BINDING AGREEMENT; SUCCESSORS. This Amendment and the
Employment Agreement shall be binding upon, and inure to the
benefit of, the parties hereto, any successors to or assigns
of the Company and Employee's heirs and the personal
representatives of Employee's estate.
11. COUNTERPARTS. This Amendment may be executed by the parties
hereto in counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute
one and the same instrument.
12. HEADINGS. The headings of sections herein are included solely
for convenience of reference and shall not control the meaning
or interpretation of any of the provisions of this Amendment.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
signed by its officer pursuant to the authority of its Board of
Directors, and Employee has executed this Amendment as of the day and
year first written above.
COLUMBIA LABORATORIES, INC.
By:
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Xxxxxxx X. Xxxxxxx
Chairman of the Board
AGREED AND ACCEPTED:
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Xxxxxxxx X. Xxxxxxxxxx
