EXHIBIT 10.21
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is entered into between IVAX
Corporation (the "Company") and Xx. Xxxxxx X. Xxxxxx (the "Executive") effective
as provided below.
WHEREAS, the Company and the Executive entered into an Employment
Agreement dated July 28, 1997, (the "Employment Agreement") that continues in
effect as of the date of this Amendment; and
WHEREAS, the Company and Executive wish to amend the Employment
Agreement concerning the provision of different services following termination
of the Executive's status as an executive employee of the Company.
NOW, THEREFORE, in consideration of the mutual agreements provided
below, the Company and the Executive agree to amend the Employment Agreement to
read as follows:
1. The second sentence of Section 2 (c) of the Employment
Agreement is amended to read as follows:
In addition, the Company shall pay to the Executive annually the sum of $50,000
as additional cash compensation. The cash compensation will be paid on each
anniversary of the Effective Date during the Term of this Agreement.
2. Section 4 (a) of the Employment Agreement is amended to read
as follows:
(a) TERMINATION OF AGREEMENT WITHOUT CAUSE; CONTINUING SERVICES.
Notwithstanding any other provisions of this Agreement, the Board of Directors
shall have the right to terminate this Agreement at any time upon written notice
to the Executive, effective as of the date specified in the notice (the
"Termination Date"); provided that the Company shall pay to the Executive an
amount equal to two times the Base salary as of the Termination Date. The amount
provided for herein shall be paid as follows: (i) 95% of the amount due shall be
paid within 30 days after the Termination Date; and (ii) the remaining 5% due
shall be paid in accordance with the Company's normal payroll cycle ratably over
a period such that the total length of time from the Executive's Hire Date until
the last payment made under this clause (ii) is ten and one half years (the
"Extended Term"). In order to provide for continuity and successful completion
of the development of products and services under consideration at the
Termination Date, during the Extended Term Executive shall provide such services
as the Company may reasonably request, up to eight hours per month, and
Executive will be an employee of the Company to such extent. If Executive dies
during the Extended Term, the Company shall pay any remaining payments due in a
lump sum, less required withholding, to Executive's Estate. In addition, the
Company shall continue to provide benefits to the Executive pursuant to Section
3(c) for the applicable two year period; provided that the Company will not be
obligated to provide benefits to the Executive during the extended term.
3. Section 4 of the Employment Agreement is amended to add the
following new subsection 4(f):
(f) STATUS DURING EXTENDED TERM. Executive acknowledges that, even
if he is required to provide services during the Extended Term, as provided in
Section 4(a), for all other purposes of this Agreement, including without
limitation Section 6, and any stock options granted pursuant to this Agreement,
the Termination Date shall be considered the last date on which Executive is
employed by the Company.
4. Except as specifically amended by this Amendment, the
provisions of the Employment Agreement shall remain in full force and effect.
This Amendment together with the Employment Agreement represents the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof and cannot be amended, supplemented or modified except by
an instrument in writing signed by the parties hereto.
The Company and the Executive have caused this Amendment to Employment
Agreement to be executed effective June 12, 2003.
IVAX CORPORATION
By: /s/ Xxxx Xxxxxxxxxx
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EXECUTIVE
/s/ Xx. Xxxxxx X. Xxxxxx
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Xx. Xxxxxx X. Xxxxxx
