ARTHUR S. PRZYBYL EXECUTIVE BONUS AGREEMENT
EXHIBIT 99.1
XXXXXX X. XXXXXXX
EXECUTIVE BONUS AGREEMENT
EXECUTIVE BONUS AGREEMENT
THIS Xxxxxx X. Xxxxxxx Executive Bonus Agreement (the “Agreement”) is entered into between
Akorn, Inc., a Louisiana corporation (the “Corporation”) and Xxxxxx X. Xxxxxxx (the “Participant”),
effective December 27, 2005. The purpose of the Agreement is to reward the service, performance,
productivity and loyalty of the Participant by providing the Participant with a prospective bonus
to be paid in accordance with the terms of this Agreement.
IN CONSIDERATION of the mutual promises made and other good and valuable consideration,
receipt of which is hereby acknowledged, the Corporation and the Participant agree as follows:
1.1 A bonus up to $240,188 (75% of the Participant’s annual base compensation rate
(“Base Comp”)) for achieving all of the following performance measurements in 2005, or, if
one or more but not all of these performance measurements are achieved, Participant is
eligible to receive a portion of that amount in accordance with the sum of the following:
(a) $120,094 (37.5% of Base Comp) will be awarded for achieving an “Adjusted
EBITDA” of at least $9,500,000. “Adjusted EBITDA” means EBITDA, excluding from
EBITDA expense to the extent otherwise includable in that calculation, the charges
for the Strides-Arcolab joint venture and the charges (expected to be $436,562)
related to the grant of restricted stock on April 1, 2005.
(b) $24,019 (7.5% of Base Comp) will be awarded for either: (i) conducting a
successful capital raise that is approved by the Board of Directors of the
Corporation, or (ii) achieving cash flows from operations such that a capital raise
is unnecessary.
(c) $75,056 (22.5% of Base Comp) will be awarded for achieving the removal of
the warning letter restrictions on the Decatur facility.
(d) $24,019 (7.5% of Base Comp) will be awarded if the Corporation files eight
new ANDA’s with the FDA and launches (introduces to the market) six new ANDA
products.
1.2 A bonus up to $80,063 (25% of Base Comp) for over achievement of the Adjusted
EBITDA performance measures in accordance with the sum of the following:
(a) If the Corporation’s Adjusted EBITDA is at least $10,450,000, Participant
shall receive an additional $40,031 (12.5% of Base Comp).
(b) If the Corporation’s Adjusted EBITDA is at least $11,400,000, Participant
will receive an additional $40,032 (for a total of $80,063, or 25% of Base Comp).
1
(a) to make and enforce such rules and regulations as it deems necessary or
proper for the efficient administration of the Agreement or required to comply with
applicable law;
(b) to interpret the Agreement;
(c) to decide all questions concerning the Agreement and the eligibility of any
person to participate in the Agreement;
(d) to compute the amounts to be distributed under the Agreement, and to
determine the person or persons to whom such amounts will be distributed;
2
(e) to authorize payments under the Agreement;
(f) to keep such records and submit such filings, elections, applications,
returns or other documents or forms as may be required under the Internal Revenue
Code of 1986, as amended, and applicable regulations, or under other federal, state
or local law and regulations; and
(g) to allocate and delegate its ministerial duties and responsibilities and to
appoint such agents, counsel, accountants and consultant as may be required or
desired to assist in administering the Agreement.
3
14. Governing Law. The Agreement shall be construed, administered and enforced
according to the laws of the State of Illinois, without regard to its conflicts of laws rules.
AKORN, INC.: Corporation |
PARTICIPANT: | ||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | /s/ Xxxxxx X. Xxxxxxx | |||
Xxxxxx X. Xxxxxxx | |||||
Its:
|
Chief Financial Officer | ||||
4