Execution Copy
4
c:\mydocs\corp\empl\ander1.doc
Employment Agreement
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into effective this 7th day of April 1997 by and
between ALPHARMA US INC., a Delaware corporation (the
"Company"), and Xxxxx X. Xxxxxxx (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 effective May 1st, 1997. Executive shall
serve as the "President, Animal Health 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 Animal Health Division.
2. Place of Performance. In connection with the
Executive's employment by the Company, the Executive
shall be based at the Company's Fort Xxx, New Jersey
offices.
3. Compensation and Benefits.
(a) Executive' salary shall be $275,000 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. For 1997 the amount payable will be pro-
rated to reflect actual service for the year. The
amount of the bonus shall be targeted at 30% of
Executive's base salary and with an opportunity to earn
45% of base salary. 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 option 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
$15,500p.a.). 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.
(f) Executive shall be entitled to four weeks vacation.
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 Animal Health 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 Delaware 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 U.S INC.
By:_________________________
Name:
Title:
XXXXX X. XXXXXXX
____________________________
