Exhibit 10.9
6
Employment Agreement
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into effective this 13th day of January 1997 by and
between ALPHARMA USPD INC., a Maryland corporation (the
"Company"), and Xxxxxx Xxxxxxxx (the "Executive").
NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Employment.
(a) The Company hereby agrees to employ Executive, and
Executive accepts such employment with the Company,
upon the terms and conditions set forth in this
Agreement. Executive shall serve as the "President,
U.S. Pharmaceuticals Division" and shall report
directly to the Chief Executive Officer ("CEO") of
Alpharma Inc. ("Alpharma"). Executive shall also be
appointed a member of the Alpharma Operating
Committee. Executive shall have such responsibilities,
duties and authority as directed by the CEO.
(b) The Executive shall be an employee at will. During
Executive's employment with the Company, Executive
shall devote his best efforts and his full business
time and attention to the business and affairs of
Alpharma's U.S. Pharmaceuticals Division.
2. Place of Performance. In connection with the
Executive's employment by the Company, the Executive
shall be based at the Company's Baltimore, Maryland
offices. The Executive shall be entitled to relocation
of his home to the Baltimore area in accordance with
the Company's standard relocation plan.
3. Compensation and Benefits.
(a) Executive' salary shall be $375,000 per annum for
calendar year 1997 which salary shall be payable in
regular installments in accordance with the Company's
general payroll practices. Such salary shall be
reviewed annually and changes made shall be effective
each January 1 beginning in 1998.
(b) In addition to the salary set forth above,
Executive shall be eligible to be considered for a cash
bonus for each full calendar year Executive is employed
by the Company. The amount of the bonus shall be
targeted at 40% of Executive's base salary and the
criteria for determining the amount of the bonus, if
any, shall be established by agreed upon financial and
management objectives as set forth in writing and
delivered to Executive at the beginning of each
calendar year; provided that for the 1997 calendar year
such criteria shall be established, set forth in a
writing and delivered to the Executive within 60 days
following the full execution of this Agreement.
(c) Executive shall also be entitled to participate in
the benefit programs for which employees of the Company
are generally eligible, including medical, dental,
prescription, life insurance, disability, 401k and
stock purchase plans, in accordance with the terms and
rules of such plans. Executive shall also be
entitled to participate in the Alpharma Non-
Contributory Retirement Income Plan for Salaried
Employees as well as the Alpharma Supplemental Pension
Plan.
(d) Executive shall receive a taxable cash automobile
allowance per Company policy, (which is currently $1000
per month). In addition, the Company shall reimburse
Executive for auto insurance and up to $2000 in
maintenance costs per year.
(e) Executive shall receive a taxable annual $3000
allowance for tax and/or financial planning and tax
return preparation.
4. Termination.
(a) Executive acknowledges and agrees that his
employment is at will. If Executive's services are
terminated because of a change in top management, or
for any other reason other than (i) as set forth in
subsection (b) of this Section 4, or (ii) cause,
provided Executive signs the Company's standard
release, he will be paid twelve month's base salary
with fringe benefits in a manner best suited for the
Company. In the event Executive does not have another
position after the twelve month period immediately
following the date of termination, the Company will
pay Executive's base salary with fringe benefits until
he takes another position for up to an additional six
months thereafter.
(b) If Executive's employment is terminated because of
the Company or Alpharma's U.S. Pharmaceuticals
Division being acquired, provided Executive signs the
Company's standard release, he will be paid eighteen
months base salary with fringe benefits in a manner
best suited for the Company. In the event Executive
does not have another position after the eighteen
month period immediately following the date of
termination, the Company will pay Executive's base
salary with fringe benefits until he takes another
position for up to an additional six months thereafter.
(c) If Executive's employment is terminated by the
Company for cause, as a result of Executive's
resignation or as a result of Executive's death or
permanent disability, Executive shall be entitled to
receive only his salary and benefits through the
termination date.
5. Compliance with Company Policy and Nondisclosure.
The Executive agrees that during the period of his
employment hereunder he will comply with Alpharma and
Company policies, including without limitation, the
Alpharma Business Conduct Guidelines, and shall
execute, before his first day of employment, the
Company's standard non-disclosure and assignment of
invention agreement.
6. Miscellaneous. No provisions of this Agreement may
be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing
signed by the Executive and such officer of the Company
as may be specifically designated by the Board. No
waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. The
validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the
State of Maryland without regard to its conflicts of
law principles.
7. Validity. The invalidity or unenforceability of
any provision of this Agreement shall not affect the
validity or enforceability of any other provision of
this Agreement, which shall remain in full force and
effect.
8. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed
to be an original but all of which together will
constitute one and the same instrument.
* * * * * * * * * * * * * * *
IN WITNESS WHEREOF, the parties have executed this
Agreement on the date and year first above written.
ALPHARMA USPD INC.
By:_________________________
Name:
Title:
XXXXXX XXXXXXXX
____________________________
AMENDMENT NUMBER ONE
TO
EMPLOYMENT AGREEMENT DATED JANUARY 13, 1997
This Amendment Number One (the "Amendment") to the
Employment Agreement dated January 13, 1997 between ALPHARMA
USPD INC. and Xxxxxx Xxxxxxxx (the "Agreement") is made and
entered into effective this 13th day of January 1997.
WHEREAS, the parties to the Agreement wish to amend the
Agreement to reflect the following changes and
clarifications; and
WHEREAS, capitalized terms used herein shall have the
meanings ascribed to such terms in the Agreement.
NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Section 1(b) of the Agreement shall not be interpreted
as precluding Executive from continuing his present advising
duties for a real estate software company provided (a) such
duties do not represent a conflict of interest with
Executive's responsibilities for the Company, and/or (b)
such duties do not require substantial absences from work.
2. The relocation referred to in Section 2 of the
Agreement shall not require Executive to relocate within the
first six months of his employment with the Company.
Rather, the offer to relocate Executive's home to the
Baltimore area shall be held open for a reasonable period of
time beyond the first six months of employment and the
Company shall reimburse Executive for reasonable temporary
housing costs in the Baltimore area for such six month
period.
3. The Company agrees that Executive's base salary as set
forth in Section 3(a) of the Agreement shall not be reduced,
other than by required withholding or legal obligations,
unless authorized by Executive.
4. The first sentence of Section 4(b) of the Agreement
shall be deleted and replaced with the following sentence:
"If Executive's employment is terminated because
the Alpharma U.S. Pharmaceuticals Division is
acquired, provided Executive signs the Company's
standard release, he will be paid eighteen months
base salary with fringe benefits in a manner best
suited for the Company."
IN WITNESS WHEREOF, the parties have executed this
Agreement on the date and year first above written.
ALPHARMA USPD INC.
By:_________________________
Name:
Title:
XXXXXX XXXXXXXX
____________________________
