EXHIBIT 10.30
FIRST HORIZON PHARMACEUTICAL CORPORATION
December 18, 2001
Mr. R. Xxxxx Xxxxx
000 Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Re: Separation of Employment
Dear Xxxxx:
This letter sets forth our mutual understanding regarding your
separation from First Horizon Pharmaceutical Corporation (the "Company")
effective December 31, 2001 (the "Separation Date"). Your separation is without
cause and will be in accordance with the provisions of Section 7(a)(ii) of the
Employment Agreement entered into by and between yourself and the Company and
dated as of January 1, 2000. I would appreciate your reviewing this letter
carefully and, if you agree with the provisions set forth herein and the terms
of the attached Mutual Release, acknowledging your receipt of this letter where
indicated at the bottom and returning a copy of it to me along with the Mutual
Release.
Under the terms of the Employment Agreement, each of us has previously
agreed that upon a termination of your employment without cause, each of us
will be subject to certain obligations and responsibilities to the other,
including, but not limited to, the Company's obligations to continue your
salary and medical benefits for one year after separation and your covenants as
to non-competition and confidentiality following separation. The Company is
committed to honoring the post employment provisions contained in your
Employment Agreement and fully expects that you will live up to the
post-employment commitments contained therein as well.
There are, however, several deviations from the terms of the post
employment provisions of the Employment Agreement which you have requested that
we make. Specifically, you have requested that (i) the Company transfer title
to your Company car to you in lieu of providing the car allowance provided for
in the Employment Agreement, (ii) that the Company release you from the
restrictions set forth in Section 9(a) of the Employment Agreement dated as of
January 1, 2000 by and between the Company and Executive (the "Employment
Agreement"), but only to the extent necessary to allow passive investment by
you in privately held businesses which may be in competition with the Company
but in which you do not now or at any time within thirty-six months of the date
hereof hold any position as a director, partner, executive, officer, agent,
consultant or in any other capacity in which you would be actively engaged in
the decision making process of the business, and (iii) pay to you a bonus in
the amount of $54,500. Although these modifications are beyond the terms of the
Employment Agreement, in
consideration for your executing the Mutual Release which is attached to this
letter, the Company is willing to provide you with the benefits set forth in
(i) through (iii) above.
If the foregoing meets with your approval, I would ask that you sign
one copy of this letter where indicated below and return it, along with the
Mutual Release, to my attention.
Should you have any questions regarding the post-employment terms of
the Employment Agreement or the Mutual Release, I would ask that you contact me
at your earliest convenience.
Very truly yours,
FIRST HORIZON
PHARMACEUTICAL CORPORATION
By: /s/ Xxxxxxxx X. Xxxx, Ph.D.
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Xxxxxxxx X. Xxxx, Ph.D.
Chief Executive Officer and
Chairman of the Board
Accepted: Agreed to this 19th day of December 2001.
/s/ R. Xxxxx Xxxxx
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R. Xxxxx Xxxxx
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