Exhibit 10.11
December 21, 2007
Xx. Xxxxx Xxxxxx
0 Xxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Dear Xxxxx:
Reference is made to the letter agreement between you and Cambrex and
dated February 6, 2007 with respect to payment of a retention bonus and your
right to severance payments upon a termination of employment with Cambrex (the
"Letter Agreement"). As an inducement for you to continue your employment with
Cambrex, rather than requiring a termination of your employment in order for you
to receive the severance payments to which you are entitled under Section 6(d )
of your Employment Agreement dated as of February 6, 2006, amended by an
amendment dated November 1, 2006 and further amplified by the Letter Agreement
(the "Employment Agreement"), Cambrex hereby agrees to pay to you the amount of
approximately $3,055,354 in a cash lump sum on or shortly after January 2, 2008
(the "Severance Amount"), less applicable withholding taxes, provided that you
remain employed by Cambrex (or one of its affiliates) on such date. In addition
Cambrex will pay all excise taxes on such amount directly to the Government. The
Severance Amount will be paid together with any "gross-up" payment required
pursuant to Section 9 of the Employment Agreement in respect of any excise taxes
that may be imposed as a result of the payment of the Severance Amount.
Your acceptance of any payment of the Severance Amount will be in full
satisfaction of Cambrex' obligation to provide you with severance payments under
the Letter Agreement and the Employment Agreement, and any rights to severance
payments shall thereafter be of no further force or effect. As provided in the
Employment Agreement all your outstanding equity rights will be accelerated as
of January 2, 2008. However, if your employment is terminated for any reason
prior to January 2, 2008, you shall not be paid the Severance Amount pursuant to
this agreement and instead you will receive the severance payments and benefits
as provided under the terms of the Employment Agreement and the Letter
Agreement, provided that such payments may be subject to a six-month waiting
period to the extent necessary to comply with Section 409A of the Internal
Revenue Code.
The foregoing amendment to your rights to severance payments under
the Employment Agreement and the Letter Agreement shall be deemed to constitute
an election pursuant to Section 3.02 of IRS Notice 2006-79, so that the payment
of the Severance Amount will be in compliance with Section 409A of the Internal
Revenue Code.
If the foregoing is acceptable to you, please indicate such acceptance
by signing a copy of this letter and returning it to my attention prior to
December 31, 2007.
Sincerely,
Xxxxx X. Xxxx,
Chairman & Chief Executive Officer
Agreed and Accepted
/s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Date: 12/31/07
