IVAX CORPORATION FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT (Change in Control)
Exhibit 10.1
IVAX CORPORATION
FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT (Change in Control)
This Amendment to the Employment Agreement (Change in Control) (the “Amendment”) is made as of
September 29, 2005, by and between IVAX Corporation, a Florida corporation (the “Company”) and
[_______________] (“Executive”).
WHEREAS, the Company has entered into an Agreement and Plan of Merger among the
Company, Teva Pharmaceutical Industries Limited (“Teva”), Ivory Acquisition Sub, Inc. and
Ivory Acquisition Sub II, Inc. (the “Merger Agreement”), pursuant to which, at the
effective time of the proposed merger, Ivory Acquisition Sub, Inc. would merge with and into the
Company, with the Company continuing as the surviving corporation, and immediately thereafter, the
Company would merge with and into Ivory Acquisition Sub II, Inc. (each merger, taken together,
constituting the “Merger”) and as a result of the Merger, Teva would acquire all of the
issued and outstanding stock of the Company;
WHEREAS, the Company entered into the Employment Agreement (Change in Control) (the
"Employment Agreement”) with Executive on [Date];
WHEREAS, the Employment Agreement provides for certain retention and severance
benefits in the event of a Change in Control of the Company (as defined in the Employment
Agreement);
WHEREAS, the Company and the Executive desire to amend the definition of a Change in
Control, so that a Change in Control occurs on the consummation of a merger rather than shareholder
approval of a merger; and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement to
replace Xxxxxx Xxxxxxxx LLP or Ernst & Young LLP as the accountant for the golden parachute
calculations with Deloitte & Touche LLP.
NOW, THEREFORE, the parties agree as follows:
1. Change in Control. Section 2(c) of the Employment Agreement is hereby amended in
its entirety as follows:
“The effective date or date of consummation of a reorganization, merger or consolidation, in
each case, unless, following such reorganization, merger or consolidation, (i) more than 70% of,
respectively, the then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their ownership, immediately prior to such
reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee
benefit plan (or related trust) of the Company or such corporation resulting from such
reorganization, merger or consolidation and any Person beneficially owning, immediately prior to
such reorganization, merger or consolidation, directly or indirectly, 20% or more of the
Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 40% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and (iii) at least a majority
of the members of the board of directors of the corporation resulting from such reorganization,
merger or consolidation were members of the Incumbent Board at the time of the execution of the
initial agreement providing for such reorganization, merger or consolidation; or”
2. Accountants. Section 9(b) is hereby amended by replacing all references to “Xxxxxx
Xxxxxxxx LLP” or “Ernst & Young LLP” with “Deloitte & Touche LLP”.
3. Employment Agreement. To the extent not amended hereby, the Employment Agreement
shall continue with full force and effect in accordance with its terms.
4. Counterparts. This Agreement may be executed in counterparts, and each counterpart
shall have the same force and effect as an original and shall constitute an effective, binding
agreement on the part of each of the undersigned. Execution and delivery of this Amendment by
exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid
and binding execution and delivery of the Amendment by such party. Such facsimile copies shall
constitute enforceable original documents.
5. Headings. All captions and section headings used in this Amendment are for
convenient reference only and do not form a part of this Agreement.
6. Governing Law. This Agreement will be governed by the laws of the State of Florida
(with the exception of its conflict of laws provisions).
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IN WITNESS WHEREOF, this Amendment has been entered into as of the date first set forth above.
IVAX CORPORATION
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EMPLOYEE | |
By:
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Signature | |
Title
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Printed Name |
Signature Page of Amendment To Employment Agreement (Change In Control)
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