EMPLOYMENT AGREEMENT
This Employment Agreement (the "AGREEMENT"), dated July 28, 1997 (the
"EFFECTIVE DATE"), is entered into between IVAX Corporation (the "COMPANY") and
Xxxxx X. Xxxxxxx (the "EXECUTIVE").
RECITAL
The Company desires to employ the Executive on the terms and conditions
of this Agreement, and the Executive desires to be employed by the Company on
the terms and conditions of this Agreement.
AGREEMENT
In consideration of the Recital and of the mutual promises set forth in
this Agreement, the Company and the Executive agree as set forth below.
1. EMPLOYMENT.
(A) EMPLOYMENT AND TERM. The Company agrees to employ the Executive and
the Executive agrees to be employed by the Company, on the terms and conditions
of this Agreement. For purposes of this Agreement, the word "TERM" means the
period during which this Agreement is in effect.
(B) DUTIES. The Executive shall serve as President and Chief Operating
Officer of the Company and shall have such powers and authority as may be given
to him from time to time by the Board of Directors of the Company or a committee
thereof (the "BOARD OF DIRECTORS"). The Executive shall report to and be subject
to the supervision and direction of the Chief Executive Officer and the Board of
Directors. The Executive shall devote his full business time and energies to the
business and affairs of the Company and shall use his best efforts, skills and
abilities to promote the interests of the Company and to diligently and
competently perform the duties of his position.
2. COMPENSATION.
(A) STOCK OPTION GRANT. The Company shall grant to the Executive, in
accordance with the terms of the Company's 1994 Stock Option Plan (the "PLAN"),
nonqualified options (the "STOCK OPTIONS") to purchase 350,000 shares of the
common stock of the Company (the "COMMON STOCK"). The exercise price of the
Stock Options shall be equal to the closing price of the Common Stock, as
reported in THE WALL STREET JOURNAL, on the Effective Date. The Stock Options
shall have a term of ten years. The Stock Options shall vest in equal
installments on each of the first three anniversary dates of the Effective Date.
(B) BASE SALARY. The Executive will be paid a base salary at the annual
rate of not less than $400,000 (the "BASE SALARY"). The Base Salary shall be
paid in installments consistent with the Company's normal payroll policies.
3. BENEFITS. During the Term, the Executive shall be entitled to
the benefits described below.
(A) EXPENSE REIMBURSEMENT. Upon submission of appropriate supporting
documentation and in specific accordance with such guidelines as may be
established from time to time by the Company for senior executives, the
Executive shall be reimbursed by the Company for all reasonable business
expenses actually and necessarily incurred by the Executive on behalf of the
Company in connection with the performance of his duties under this Agreement.
(B) INCENTIVE SAVINGS AND RETIREMENT PLANS. The Executive shall be
entitled to participate in all savings, incentive and retirement plans,
practices, policies and programs, if any, generally made available by the
Company to other key executives of the Company based in the United States.
(C) WELFARE PLANS. The Executive shall be entitled to participate in
all welfare benefit plans, practices, policies and programs, if any, generally
made available by the Company to other key executives of the Company based in
the United States.
(D) VACATION. The Executive shall be entitled to paid vacation in
accordance with the most favorable plans, practices, policies and programs, if
any, generally made available by the Company to other key executives of the
Company based in the United States.
(E) RELOCATION. In connection with the Executive's relocation to South
Florida, the Company shall reimburse the Executive for (i) all reasonable moving
expenses incurred by him to relocate his home from Arizona to Miami; (ii) all
reasonable closing costs incurred by him in connection with the sale of his
Arizona home, including realtor commissions, up to a maximum of $60,000; and
(iii) all reasonable temporary living expenses in Miami, Florida for a period of
up to three months following the Effective Date. The Executive shall provide the
Company with such supporting documents as the Company may reasonably request in
connection with the expenses described in this Section.
4. TERMINATION.
(A) TERMINATION WITHOUT CAUSE. Notwithstanding any other provision of
this Agreement, the Company shall have the right to terminate this Agreement at
any time upon written notice to the Executive; provided that the Company shall
continue to pay to the Executive his Base Salary following the effective date of
the termination (the "TERMINATION DATE") for a period equal to: (i) if the
Termination Date is a date within two years after the Effective Date, twelve
months; and (ii) if the Termination Date is a date after the second anniversary
of the Effective Date, eighteen months.
(B) TERMINATION FOR CAUSE. Notwithstanding any other provision of this
Agreement, this Agreement may be terminated by the Company for Cause. For
purposes of this Agreement, the word "CAUSE" means: (i) an act or acts of
personal dishonesty taken by the Executive and intended to result in the direct
or indirect personal enrichment of the Executive at the expense of the Company,
(ii) subject to the following sentences, violation by the Executive of his
material obligations or representations under this Agreement which are
demonstrably willful and deliberate and which are not remedied within 30 days
after written notice to the Executive, or (iii) the conviction of the Executive
of any criminal act which is a felony. Upon any termination pursuant to this
Section, the Executive shall be entitled to be paid his Base Salary to the date
of termination and the Company shall have no further liability under this
Agreement to the Executive (other than for reimbursement of business expenses
incurred prior to the termination date, in accordance with Section 3(a)).
(C) DEATH. This Agreement shall automatically terminate upon the death
of the Executive. If this Agreement is terminated pursuant to this Section, the
Company shall pay to the Executive's estate his Base Salary through the
termination date.
(D) DISABILITY. The Company, by written notice to the Executive, shall
at all times have the right to terminate this Agreement if the Executive shall,
as the result of mental or physical incapacity, illness or disability, fail to
perform his duties and responsibilities provided for herein for a period of more
than 180 consecutive days. Upon any termination pursuant to this Section 4(d),
the Executive shall be entitled to be paid his Base Salary to the date of
termination and the Company shall have no further liability hereunder (other
than for reimbursement of business expenses incurred prior to the termination
date, in accordance with Section 3(a)).
5. CONFIDENTIALITY AGREEMENT; COMPANY POLICIES. On the Effective Date,
the Executive will execute the Company's standard form of Confidentiality
Agreement. The Executive acknowledges that he will be subject to and required to
abide by the policies and procedures of the Company applicable to senior
executives as in effect from time to time, and that he will be required to
execute and abide by the Company's Code of Conduct, as in effect from time to
time.
6. CONFLICTS WITH EXISTING AGREEMENTS. The Executive represents and
warrants that he is not a party to or bound by any contract which in the future
may have a possibility of adversely affecting the business of the Company or the
performance by the Executive of his duties under this Agreement, including but
not limited to contracts related to previous employment containing
confidentiality or noncompete covenants.
7. MISCELLANEOUS.
(A) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without
regard to the conflict of law principles thereof.
(B) NOTICES. Any notice required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have
been given when delivered by hand or when deposited in the United
States mail, by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to the Company: IVAX Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Attention: General Counsel
If to the Executive: Xxxxx X. Xxxxxxx
00000 X. 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
or to such other addresses as either party hereto may from time to time give
notice of to the other in the aforesaid manner.
(C) SUCCESSORS. (i) This Agreement is personal to the Executive and
without the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution; (ii)
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives; (iii) This Agreement shall inure to the
benefit of and be binding upon the Company and its successors and assigns. The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets which assumes and agrees to perform this
Agreement by operation of law or otherwise.
(D) SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof, all of which are inserted conditionally on their being valid in
law, and, in the event that any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall be declared invalid, this
Agreement shall be construed as if such invalid word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted. If such invalidity is caused by length of time or size of
area, or both, the otherwise invalid provision will be considered to be reduced
to a period or area which would cure such invalidity.
(E) WAIVERS. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate nor be construed as
a waiver of any subsequent breach or violation.
(F) DAMAGES. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement, except that the payments required to be made by
the Company to the Executive pursuant to Section 4 shall be the Executive's
exclusive remedy for any termination of this Agreement pursuant to such
sections.
(G) NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
(other than the parties hereto and, in the case of Executive, his heirs,
personal representative(s) and/or legal representative) any rights or remedies
under or by reason of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
IVAX CORPORATION
/s/ XXXXXXX XXXXX, M.D.
------------------------
Xxxxxxx Xxxxx, M.D.,
Chairman and Chief
Executive Officer
EXECUTIVE:
/s/ XXXXX X. XXXXXXX
-----------------------
Xxxxx X. Xxxxxxx
