Exhibit 10(bb)
[KV logo]
K-V PHARMACEUTICAL COMPANY
EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
This Agreement ("Agreement") is entered into on May 23, 1994, between
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Xxxxxxx X. Xxxxxxxx ("Employee") and K-V PHARMACEUTICAL COMPANY, a Delaware
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corporation ("KV").
In consideration of Employee's employment or continued employment by KV
and other valuable consideration, the receipt and sufficiency of which are
acknowledged, Employee agrees as follows:
1. AFFILIATES. KV has or may in the future have one or more
subsidiaries and/or affiliated companies (collectively referred to in the
remainder of this Agreement as the "Companies"). From time to time, KV and
the Companies may exchange or use facilities, technology and/or Confidential
Information (as that term is defined below) of the other. The covenants in
this Agreement are for the benefit and protection of KV and the Companies.
2. NATURE OF EMPLOYMENT. Employee is hereby employed by KV in the
position of President. ETHEX. Employee acknowledges and agrees that his/her
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job title and/or responsibilities may change from time to time. Employee
further agrees that, at all times, (s)he shall devote his/her full time and
best efforts to performing all duties reasonably assigned by KV.
3. COMPENSATION. As compensation for Employee's services to KV,
Employee shall receive a base salary at the rate of One Hundred Seventy
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Thousand Dollars ($170,000.00**) per year, payable at such intervals as
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KV pays its other employees. In addition, Employee shall be entitled to
participate in the fringe benefits normally provided to other KV employees
at comparable employment levels. Employee's compensation shall be subject to
KV's normal compensation review.
4. TERM. The initial term of this Agreement shall begin on May 23, 1994,
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and continue until March 31, 1995, unless terminated sooner in
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accordance with paragraph 5 of this Agreement. If not terminated sooner
under paragraph 5 hereof, this Agreement shall automatically renew for
successive one (1) year periods unless and until either party terminates
this Agreement pursuant to the provisions of paragraph 5. Termination of
this Agreement by either party, for any reason, shall in no manner affect
the covenants contained in paragraphs 6-11 of this Agreement.
5. TERMINATION. Either party may terminate this Agreement, for any
reason, by giving the other party thirty (30) calendar day's advance written
notice. KV may, at its sole discretion, elect to pay Employee in lieu of
having Employee continue to work during the notice period. If KV exercises
this right and option, it shall pay Employee, on KV's regularly scheduled
paydays and in accordance with KV's regular pay practices, either: (A)
Employee's regular wages for a period of thirty (30) calendar days or (B)
one-half (1/2) of Employee's regular wages for a period of sixty (60)
calendar days. KV reserves the right to cease the payment(s) described above
if, in KV's reasonable determination, Employee breaches this Agreement
during the period of such payments. Notwithstanding the foregoing, KV may
terminate this Agreement without prior written notice to Employee or any
continuing compensation obligations if, in KV's reasonable determination,
Employee has breached this Agreement or Employee's continued employment is
detrimental to KV's best interests. By way of example, but not limitation,
Employee's continued employment will be deemed detrimental to KV's best
interests if Employee has engaged in dishonesty, disloyalty, failure to
perform his/her duties to KV or any act which may be harmful to the
reputation of KV and/or the Companies.
6. CONFIDENTIAL INFORMATION. In the course of performing his/her
responsibilities as an employee of KV, Employee has or may come into
possession of technical, financial or business information pertaining to KV
and/or the Companies which is not published or readily available to the
public, including, but not limited to, trade secrets, techniques, designs,
formulae, methods, processes, devices, machinery, equipment, inventions,
research and development projects, programs, plans and data, clinical
projects and data, plans for future developments, marketing concepts and
plans, pricing information, licensing agreements, and lists of or other
information pertaining to and/or received from employees, customers and/or
suppliers ("Confidential Information"). Employee acknowledges that the
Confidential Information is important to and greatly affects the success of
KV and the Companies in a competitive, worldwide marketplace. Employee
further agrees that while employed by KV and at all times thereafter,
regardless of how, when and why that employment ends, Employee shall hold in
the strictest confidence, and shall not disclose, duplicate and/or use for
himself/herself or any other person or entity any Confidential Information
without: (A) the prior written consent of an officer of KV, or (B) unless
required to do so in order to perform his/her responsibilities while
employed by KV.
7. PUBLICATION. Employee agrees not to publish or cause or permit to be
published any article, oral presentation or material related to KV and/or
the Companies, including any information related to any products or proposed
products, without obtaining the prior written consent of an officer of KV.
8. NO OTHER CONTRACT. Except as listed below, Employee warrants that
(s)he is not bound by the terms of any other agreement, oral or written,
which would limit or preclude him/her from disclosing to KV and/or the
Companies any idea, invention, discovery or other information pertaining or
related to Employee's responsibilities as an employee of KV. Employee
agrees to promptly provide KV with a copy of any and all agreements listed
below. Employee further agrees not to disclose to KV or the Companies, or to
seek to induce KV or the Companies to use any confidential information,
material or trade secrets belonging to any other person or entity.__________
___________________________________________________________________________
___________________________________________________________________________.
9. RIGHT TO WORK PRODUCT. Any and all designs, inventions, discoveries,
improvements, specifications, technical data, reports, business plans and
other embodiments of Employee's work conceived, made, discovered and/or
produced by Employee during the period of his/her employment by KV, either
solely or jointly with others: (A) in the course of performing his/her
duties for KV, (B) which are based, in whole or part, upon Confidential
Information, the resources, supplies, facilities or business, technical or
financial information of KV and/or the Companies, or (C) which relate to the
business or the anticipated research and development of KV, the Companies or
both ("Work Product"), shall be the sole property of KV and available to KV
at all times. Employee agrees to promptly disclose and assign and hereby
assigns to KV, without royalty or other additional consideration, any and
all of Employee's proprietary rights to any and all Work Product. Employee
further agrees that during his/her employment by KV and after that
employment ends, regardless of how, when and why, (s)he shall, upon KV's
request: (A) execute any and all applications for copyright and/or patent of
Work Product which may be prepared for his/her signature, (B) assign to KV
any and all such applications, copyrights and patents relating thereto, and
(C) assist KV, as XX xxxxx necessary, in order for KV to apply for, defend
or enforce any copyright or patent. KV shall pay all expenses of preparing,
filing and prosecuting any such application and of obtaining such copyrights
and patents. In the event Employee is not employed by KV at the time any
request for assistance is made by KV, KV shall pay Employee a reasonable
payment for Employee's time and shall schedule any needed assistance so as
to not to interfere with Employee's then current employment and obligations.
10. RETURN OF PROPERTY. Upon the termination of Employee's employment
with KV, regardless of how, when and why that employment ends, Employee
shall immediately deliver to KV all property of KV and all property of the
Companies, including, but not limited to, all records and documents
(including all copies) containing or relating to Confidential Information.
11. RESTRICTIVE COVENANTS. The parties acknowledge and agree that at
the time this Agreement was entered, the business of KV and the Companies
included, but was not limited to, the contract or private label manufacture
for other marketers or distributors of pharmaceutical preparations or
specialty chemicals, and the research, development, manufacture, sale and
distribution of drug delivery products and technology. Employee agrees that
during the thirty-six (36) consecutive months immediately following
termination of Employee's employment with KV, regardless of how, when or why
that employment ends, Employee shall not in any manner or in any capacity,
directly or indirectly, for himself/herself or any other person or entity,
actually or attempt:
(A) to perform any of the same or similar responsibilities as Employee
performed for KV under this Agreement, on behalf of or for any
business that engages in the same or similar business as:
(i) KV anywhere KV has conducted business, or
(ii) the Companies anywhere the Companies have conducted
business during the twenty-four (24) months immediately
preceding termination of employment; or
(B) to interfere with or take away:
(i) any customer of KV that has conducted business with KV, or
(ii) any customer of the Companies that has conducted business
with the Companies during the twenty-four (24) months
immediately preceding termination of employment; or
(C) to interfere with any of the suppliers of KV and/or the Companies,
including, without limitation, reducing in any material way the
willingness or capability of any supplier to continue supplying KV
with its and/or the Companies with their present or contemplated
requirements; or
(D) to solicit or interfere with the relationship between KV and any
of its employees or agents, and/or the Companies and any of their
employees or agents; or
(E) to acquire any interest in any business that engages in the same
or similar business as:
(i) KV anywhere KV has conducted business, or
(ii) the Companies anywhere the Companies have conducted
business during the twenty-four (24) months immediately
preceding termination of employment.
Employee further agrees that (s)he shall not engage in any of the activities
listed above while (s)he is employed by KV.
Employee acknowledges and agrees that his/her experience, knowledge and
capabilities are such that (s)he can obtain employment in unrelated
pharmaceutical, chemical, food, industrial, household, confectionery or
other businesses, and that the enforcement of this paragraph 11 by way of
injunction would not prevent Employee from earning a livelihood. Employee
further agrees that if (s)he has any question(s) regarding the scope of
activities restricted by this paragraph 11, (s)he shall, to avoid confusion
or misunderstanding, submit the question(s) in writing to an officer of KV
for a written response by KV. Employee additionally agrees to keep KV advised
of the identity of his/her employer and his/her work location during the
period covered by this paragraph 11.
12. INVESTMENT SECURITIES. Anything to the contrary notwithstanding,
nothing in this Agreement shall limit the right of Employee as an investor
to hold or to acquire the stock or other investment securities of any
business entity that is registered on a national securities exchange or
regularly traded on a generally recognized over-the-counter market, so long
as Employee's interest of any such business entity does not exceed five
percent (5%) of the ownership of that business entity.
13. MATERIAL BREACH. Any breach of this Agreement shall be a material
breach of this Agreement.
14. EMPLOYEE CONSENT. In order to preserve the rights under this
Agreement of KV and the Companies, KV and/or the Companies may advise any
third party with whom Employee may consider, establish or contract a
relationship of the existence of this Agreement and of its terms. KV and the
Companies shall have no liability for so acting.
15. CONTROLLING LAW. This Agreement shall be construed in accordance
with the laws of the State of Missouri. The parties agree that any
controversy arising with respect to this Agreement shall fall under the
exclusive jurisdiction of the Circuit Court of the County of St. Louis,
Missouri, and each party hereby consents to the jurisdiction of that court.
16. REMEDIES. Employee agrees that the promises in this Agreement are
reasonable and necessary to protect the legitimate business interests of KV
and the Companies, that any violation by Employee of any of the promises in
this Agreement would result in great damage and irreparable injury to KV
and/or the Companies, and that KV and/or the Companies have the right to any
and all legal and/or equitable remedies available for breach of this
Agreement. Employee further agrees that enforcement by KV and/or the
Companies of the promises contained in this Agreement by way of injunction
would not prevent Employee from making a living.
17. SEVERABILITY. In the event any whole or partial provision in this
Agreement is deemed unenforceable, it shall not invalidate the remaining
whole or partial provisions of this Agreement. In addition, the parties have
attempted to limit Employee's right to compete only to the extent necessary
to protect KV from unfair competition. Consequently, the parties further
agree that if any whole or partial restrictive covenant in this Agreement is
deemed unenforceable because overly broad in geographic scope, activity or
time duration, that provision shall be automatically modified so as to be
enforceable to the maximum extent reasonable.
18. ASSIGNMENT. This Agreement is not assignable by Employee, and shall
be binding upon Employee and Employee's heirs, executors and legal and/or
personal representatives. This Agreement is assignable by KV, and shall
inure to the benefit of KV, its successors and assigns.
19. NONWAIVER. Failure of KV and/or the Companies to exercise any of
its/their rights in the event Employee breaches any of the promises in this
Agreement shall not be construed as a waiver of such a breach or prevent KV
and/or the Companies from later enforcing strict compliance with the
promises in this Agreement.
20. MODIFICATION. This Agreement contains the parties' complete
agreement, and supersedes any other agreement, oral or written, pertaining
to the subject matter of this Agreement. This Agreement may be altered,
amended or revoked at any time only by a writing signed by both parties.
21. ACKNOWLEDGMENT. Employee agrees that: (A) (s)he fully understands
his/her right to discuss all aspects of this Agreement with legal or
personal advisors of his/her choice, (B) to the extent (s)he desired, (s)he
has done so, (C) (s)he has carefully read and fully understands all of the
provisions of this Agreement, and (D) (s)he has voluntarily entered into
this Agreement.
IN WITNESS WHEREOF, Employee and KV have executed this Agreement on the
day and year first written above.
EMPLOYEE COMPANY
/s/ Xxxxxxx X. Xxxxxxxx By /s/ Xxxxxx X. Xxxxxxxx
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Title VP - Finance
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KV Pharmaceutical Company
KV PHARMACEUTICAL COMPANY
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT ("Amendment") is entered into effective February 16,
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2000, between XXXXXXX X. XXXXXXXX ("Employee") and KV PHARMACEUTICAL
COMPANY, a Delaware corporation ("KV").
WHEREAS KV and Employee have entered into that certain KV
Pharmaceutical Company Employment and Confidential Information Agreement
dated May 23, 1994 (the "Employment Agreement") and a subsequent amendment
dated May 5, 1997;
WHEREAS KV and Employee desire to make certain changes and
additions to Employment Agreement and to modify and supercede the Amendment
dated May 5, 1997 as provided herein;
NOW THEREFORE, in consideration of Employee's employment or
continued employment by KV and other valuable consideration, the receipt and
sufficiency of which are acknowledged, KV and Employee agrees as follows:
1. Paragraph 2 of the Employment Agreement regarding "Nature of
Employment" is hereby amended to specify the position of President and Chief
Executive Officer of Ther-Rx Corporation.
2. Paragraph 3 of the Employment Agreement regarding "Compensation"
is hereby amended to specify a base salary of Two Hundred Sixty Five
Thousand Dollars ($265,000) effective February 16, 2000.
3. Paragraph 4 of the Employment Agreement regarding "Term" is
hereby amended in its entirety to read as follows:
4. TERM. This Agreement shall be effective as of the date first set
forth above and continue until March 31, 2006, unless terminated sooner
in accordance with Paragraph 5 of this Agreement. If not terminated
sooner under Paragraph 5 hereof, this Agreement shall automatically
renew for successive twelve (12) month periods unless and until either
party terminates this Agreement pursuant to the provisions of Paragraph
5. Termination of this Agreement by either party, for any reason, shall
in no matter affect the covenants contained in Paragraphs 6-11 of this
Agreement.
4. Paragraph 5 of the Employment Agreement regarding "Termination"
is hereby amended in its entirety to read as follows:
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5. TERMINATION.
(A) VOLUNTARY. Employee may terminate this Agreement at the end of
the initial term or, after completion of the initial term, at the end
of each successive term, for any reason, by notifying KV in writing
three (3) calendar months' prior to the end of the term. Such advance
written notice shall be directed to KV's Vice President, Human
Resources. In the event of such voluntary termination, Employee agrees
to remain on the job for the balance of the term and for three (3)
additional months after the end of the term and at all times
faithfully, industriously and to the best of his ability, experience
and talents, perform all of the duties that have been required of him
prior to Employee's notice of termination, all to the reasonable
satisfaction of KV. Employee agrees that he will remain actively at
work, as described above and will continue to be compensated at his
normal rate, during the entire six (6) month notice period unless he is
released from all responsibilities prior to the end of the notice
period by the Board of Directors or the Chief Executive Officer of KV,
in which case, his compensation shall be discontinued. Because of the
nature of the position and the business, Employee agrees that if he
should fail to fully comply with the notice required by this
subsection, and if he should fail to fully comply with the requirement
to remain on the job and faithfully and to the best of his ability
perform all of his duties, KV will incur damages as a direct result and
that the amount of said damages will be difficult to ascertain.
Accordingly, specific performance will be required unless KV releases
Employee from these obligations.
If Employee decided to terminate his employment with KV, Employee
shall disclose Employee's decision to terminate to the Vice President,
Human Resources of KV and shall not disclose such information to any
other party (except for a subsequent employer of Employee which has
agreed to keep such information confidential until KV has announced
Employee's termination) until such time as the Vice President, Human
Resources of KV determines how and when to announce Employee's
termination.
(B) INVOLUNTARY. In the event of involuntary termination by KV,
except termination for cause, KV shall provide Employee with severance
pay of no less than one-half of the Employee's annual base salary, then
in effect under Paragraph 3 of this Agreement, less usual withholdings.
This severance package shall be paid in twelve (12) equal monthly
installments, each payment to be made on the last day of each of the
twelve (12) calendar months following the last day worked. In addition,
KV shall provide Employee, at KV's expense, with medical, disability
and life insurance coverage and all other insurance coverage of the
same or similar types, and in the same or similar amounts as KV is
providing to Employee immediately prior to the last day worked. This
continuation of insurance coverage shall cease the earlier of twelve
(12) months after the last date worked or at such time as Employee
obtains other full-time, non-temporary employment which provides
comparable coverage. In addition, as of the last date worked, unless
Employee is involuntarily terminated for cause, all stock options shall
become immediately exercisable and shall remain exercisable until the
earlier of six (6) months following the last date worked or at such
time as Employee obtains other full-time, non-temporary employment.
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In consideration of the severance pay provided under this
paragraph, in the event of the cancellation, termination or expiration
of the Employment Agreement for any reason, Employee agrees to provide
reasonable and necessary services to assist KV in transition of
responsibilities and ongoing continuity of his job function unless KV
does not request such services.
KV may terminate this Agreement for cause and in such event
Employee shall not be entitled to any severance pay. The term "for
cause" as used herein shall mean (i) commission of a dishonest or
criminal act in respect of Employee's employment or conviction of a
felony, or (ii) breach of trust or gross negligence, or (iii) willful
refusal to perform duties imposed by this Agreement which are legal and
not improper, or (iv) Employee's violation of Paragraph 6, 8, 9 or 10
of this Agreement, or (v) the continuing neglect or failure of Employee
to perform the duties reasonably assigned to Employee by KV and after
notice from KV of such neglect or failure, Employee's failure to cure
such neglect or failure. Any termination of this agreement by KV shall
be effective only upon providing Employee with written notice and
advising Employee as to whether his termination is for cause.
Employee acknowledges that the duties and obligations of Paragraphs
7, 9, 10, 11 and 12 shall survive the termination of his employment.
6. The following new Sections 22 and 23 are hereby added to the end
of the Employment Agreement:
22. CHANGE OF CONTROL
(A) DEFINITION. For purposes of this Agreement, a "Change of
Control" of KV shall mean the occurrence of any one of the following
events:
(i) any "person," as such term is used in Section 13(d) of
the Securities Exchange Act of 1934, becomes a "beneficial owner," as
such term is used in Rule 13d-3 promulgated under that Act, of twenty
percent (20%) or more of the voting stock of KV;
(ii) the majority of the Board consists of individuals
other than Incumbent Directors, which term means the members of the
Board on the date of this Agreement; provided that any person becoming
a director subsequent to such date whose election or nomination for
election was supported by two-thirds (2/3) of the directors who then
comprised the Incumbent Directors shall be considered to be an
Incumbent Director;
(iii) KV adopts any plan of liquidation providing for the
distribution of all or substantially all of its assets;
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(iv) all or substantially all of the assets or business of
KV is disposed of pursuant to a merger, consolidation or other
transaction (unless the shareholders of KV immediately prior to such
merger, consolidation or other transaction beneficially own, directly
or indirectly, in substantially the same proportion as they owned the
voting stock of the company, all of the voting stock or other ownership
interests of the entity or entities, if any, that succeed to the
business of KV); or
(v) KV combines with another company and is the surviving
corporation but, immediately after the combination, the shareholders of
KV, immediately prior to the combination hold, direct or indirectly,
fifty percent (50%) or less of the voting stock of the combined company
(there being excluded from the number of shares held by such
shareholders, but not from the voting stock of the combined company,
any shares received by affiliates of such other company in exchange for
stock of such other company).
(B) TERMINATION AFTER CHANGE IN CONTROL. In the event of a Change
of Control of KV, if (i) immediately preceding such Change of Control,
Employee was providing services under Paragraph 2 or 5, and (ii)
Employee's employment in such capacity terminates within a two-year
period following such Change of Control ("Termination"), involuntarily,
with or without cause, for any reason whatsoever, except for the death
or disability of Employee, Employee shall be entitled to the benefits
provided in Paragraph 22(C). For purposes of this Paragraph 22, "Date
of Termination" shall mean the date on which a Notice of Termination is
given, unless the parties agree to another date, and "Notice of
Termination" shall mean a written notice communicated by either party
to the other party which indicates that Employee's employment with KV
is being terminated.
(C) PAYMENTS ON TERMINATION AFTER CHANGE IN CONTROL.
(i) Employee's annual base salary through the Date of
Termination at the rate in effect on the date Notice of Termination is
given, including vacation pay, allowances and other compensation and
benefits, and (ii) the amount, if any, of any bonus for the past fiscal
year (and pro rata for any portion of the then current fiscal year
through the Date of Termination) which has not been awarded or paid
under any bonus plans in which Employee is entitled to participate at
the time of the Change of Control or under other bonus plans at least
as beneficial to Employee. In addition, KV shall continue in full force
and effect for the benefit of Employee through the Date of Termination
all stock ownership, purchase or option plans, employee benefit or
compensation plans, and insurance or disability plans in effect
immediately preceding the Change of Control or plans substantially
similar thereto.
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(ii) In lieu of any further payments or benefits to be
paid or otherwise provided under Paragraph 5 (excluding any stock
option or restricted stock grants, and any deferred compensation
benefits for any period subsequent to the Date of Termination), KV
shall pay as severance pay ("Severance Pay") to Employee a lump sum
payment equal to the sum of: (a) one and one-half (1 1/2) times the
greater of: (x) Employee's base salary immediately prior to the Date of
Termination, or (y) Employee's base salary in effect immediately prior
to the date on which the Change of Control occurred, and (b) Employee's
bonus, which would be payable in respect of the eighteen (18) month
period beginning on the Date of Termination as if Employee had
continued his position assuming an annual bonus equal to the average of
the three (3) complete bonus years immediately preceding the Date of
Termination. Such Severance Pay shall be subject to all applicable
federal and state income taxes. The portion of the Severance Pay based
upon Employee's base salary shall be paid on or before the fifth (5th)
day following the Date of Termination, and the portion of the Severance
Pay based upon any bonus plan shall be paid to Employee as and when
payable under the terms of the applicable plan had Employee's
employment continued. Employee, by written notice to KV at any time
prior to a Change of Control of KV or the Date of Termination, may
elect, in his sole discretion, to receive said Severance Pay
interest-free at a future time, but in no event any later than eighteen
(18) months after the Date of Termination.
(iii) To the extent not otherwise provided for under the
terms of any of KV's stock option agreements, all stock options granted
by KV or any predecessor of KV to Employee shall vest and be
exercisable or transferable as of the Date of Termination, and shall
remain fully exercisable for ninety (90) days following the Date of
Termination.
(iv) With respect to welfare benefits (health, life,
dental, AD&D), KV shall maintain in full force and effect, for the
continued benefit of Employee and members of Employee's family, for a
period of twenty four (24) months after the Date of Termination; all
employee benefit plans and programs, which KV otherwise provides for
its employees.
(D) APPLICATION OF SECTION 280G AND SECTION 4999. If it shall be
determined that any payment or distribution by KV to or for the benefit
of Employee (whether paid or payable or distributable pursuant to the
terms of this Paragraph 22), would be considered tO be a parachute
payment as defined in Section 280G of the Internal Revenue Code such
that it would be subject to the payment by Employee of the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended, or any interest and penalties is alleged to be due from
Employee with respect to such excise tax (such excise tax, together
with any interest and penalties, are hereinafter collectively referred
to as the "Excise Tax"), then Employee's Severance Pay shall be
limited, as determined by Employer in its discretion, so as to avoid
any Excise Tax.
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(23) NOTICE. Any notice given by either party hereunder
shall be in writing and shall be personally delivered or shall be
mailed, Express, certified or registered mail, or sent by a generally
recognized next business day courier, postage or other charges prepaid,
as follows:
To KV:
KV Pharmaceutical Company
0000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Vice President, Human Resources
To Employee:
At his address as set forth on the payroll
records of KV,
or to such other address as may have been furnished to the other party
by written notice. Notice shall be deemed given on the date personally
delivered, or if sent by Express Mail or next business day courier on
the business day following the date sent, or if otherwise mailed, two
(2) calendar days after the date postmarked.
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IN WITNESS WHEREOF, Employee and KV have executed this Amendment on
the day and year first written above.
"EMPLOYEE"
/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
"KV"
KV PHARMACEUTICAL COMPANY
By: /s/ Xxxx X. Xxxxxxxx
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XXXX X. XXXXXXXX
CHIEF EXECUTIVE OFFICER
Witness:
/s/ Xxxxx Xxxxxxxxxx
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Date: February 16, 2000
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KV PHARMACEUTICAL COMPANY
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT ("Amendment") is entered into effective February 20,
2006, between XXXXXXX X. XXXXXXXX ("Employee") and KV PHARMACEUTICAL
COMPANY, a Delaware corporation ("KV").
WHEREAS KV and Employee have entered into that certain KV
Pharmaceutical Company Employment and Confidential Information Agreement
dated May 23, 1994 (the "Employment Agreement"), and Amendments dated May 5,
1997 and February 16, 2000;
WHEREAS KV and Employee desire to make certain changes and
additions to Employment Agreement as provided herein;
NOW THEREFORE, in consideration of Employee's employment or
continued employment by KV and other valuable consideration, the receipt and
sufficiency of which are acknowledged, KV and Employee agrees as follows:
1. Paragraph 2 of the Employment Agreement regarding "Nature of
Employment" is hereby amended to specify the position of Corporate Vice
President, Industry Presence and Development, KV Pharmaceutical Company.
2. Paragraph 3 of the Employment Agreement regarding "Compensation"
is hereby amended to specify a base salary of Three Hundred Thirty Two
Thousand Dollars ($332,000) effective February 20, 2006, through March 31,
2007.
3. Paragraph 4 of the Employment Agreement regarding "Term" is
hereby amended in its entirety to read as follows:
4. TERM. This Agreement shall be effective as of the date first set
forth above and continue until March 31, 2011, unless terminated sooner
in accordance with Paragraph 5 of this Agreement. If not terminated
sooner under Paragraph 5 hereof, this Agreement shall automatically
renew for successive twelve (12) month periods unless and until either
party terminates this Agreement pursuant to the provisions of Paragraph
5. Termination of this Agreement by either party, for any reason, shall
in no manner affect the covenants contained in Paragraphs 6-11 of this
Agreement.
4. Paragraph 5 of the Employment Agreement regarding "Termination"
is hereby amended to include the following provision:
In the event Employee experiences health problems, as confirmed by
a physician mutually agreed upon by KV and Employee, that requires his
retirement from a business career, Employee may terminate this
Agreement by giving six (6) months notice, unless Employee is disabled
and unable to carry out the duties of his position, in which case,
Employee may terminate his employment by giving less than six (6)
months notice.
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The paragraphs of the Employment Agreement which have not been
amended by this Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, Employee and KV have executed this Amendment on
the day and year first written above.
"EMPLOYEE"
/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
"KV"
KV PHARMACEUTICAL COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
XXXXXX X. XXXXXXXX
VP & CFO
Witness: /s/ Xxxxx Xxxxxxxxxx
----------------------------
Date: March 27, 2006
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