Exhibit 10(cc)
[KV logo]
K-V PHARMACEUTICAL COMPANY
EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
This Agreement ("Agreement") is entered into on December 22, 1995,
between Xxxxxxx X. Xxxxxxxx ("Employee") and K-V PHARMACEUTICAL COMPANY, a
Delaware 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 Corporate Controller. Employee acknowledges and agrees that
his/her 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 Thousand Dollars
($100,000.00) per year, payable at such intervals as 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 December 22,
1995, and continue until March 31, 1996, 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
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 April 1, 2005,
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 December 22,
1995 (the "Employment Agreement"), and an Amendment dated February 1, 2000;
WHEREAS KV and Employee desire to make certain changes and additions to
Employment Agreement and to modify and supercede the Amendment dated February
1, 2000 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 3 of the Employment Agreement regarding "Compensation"
is hereby amended to specify a base salary of Two Hundred Twenty Thousand
Dollars ($220,000) effective April 1, 2005.
2. 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, 2010, 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.
3. Paragraph 5 of the Employment Agreement regarding "Termination"
is hereby amended in its entirety to read as follows:
5. TERMINATION.
(A) VOLUNTARY. Employee may terminate this Agreement (a) at the end
of the initial term or, after completion of the initial term, (b) 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, or (c) within one
(1) calendar month following a substantial reduction in Employee's
position and responsibilities by notifying KV in writing of Employee's
voluntary termination effective six (6) calendar months after the date of
such notice. In all three cases, such advance written notice shall be
directed to KV's Vice President, Staffing.
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In the event of such voluntary termination, Employee agrees,
pursuant to (a) or (b) above, to remain on the job for the balance of the
term and for three (3) additional months after the end of the term.
Employee agrees in the event of termination under any of the foregoing
subparagraphs (a), (b) or (c) to 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 for the balance of his employment, 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 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 decides to terminate his employment with KV, Employee
shall disclose Employee's decision to terminate to the Vice President,
Staffing 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, Staffing 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 six (6) equal monthly
installments, each payment to be made on the last day of each of the six
(6) 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 six (6) 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.
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.
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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.
4. The following new Sections 22, 23 and 24 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;
(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
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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.
(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 Severance Pay based upon Employee's base salary and bonus shall be
paid on or before the fifth (5th) day following the Date of Termination.
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.
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(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 eighteen (18) 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 1987, as amended, or any
interest or 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.
(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, Staffing
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.
(24) Continuation of Other Provisions of Employment Agreement.
The paragraphs of the Employment Agreement which have not been amended by
this Amendment shall remain in full force and effect.
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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/ Xxxxxx X. Xxxxxxxx
--------------------------------
XXXXXX X. XXXXXXXX
VP, Treasurer & CFO
Witness: /s/ Xxxxxx X. Xxxxx
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Date: June 13, 2005
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