EXHIBIT 10.30
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "First Amendment")
is entered into as of December 31, 2002, by and between CIMA LABS INC., a
Delaware corporation (the "Company"), and Xxxx Xxxxx, Ph.D., an individual
resident of Minnesota ("Employee").
WHEREAS, the Company and Employee entered into an Employment Agreement
dated effective as of August 23, 2000 (the "Original Agreement"); and
WHEREAS, the Company and Employee desire to amend certain of the terms
of the Original Agreement as set forth in this First Amendment.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties do hereby agree as
follows:
1. Extension of Term of Original Agreement.
As approved by the Company's Board of Directors on December 17, 2002,
Section 1 of the Original Agreement will be amended in its entirety to read as
follows:
1. EMPLOYMENT AND TERM. Subject to the terms and conditions
herein provided, the Company hereby continues employment of the
Employee, and the Employee hereby accepts continued employment by the
Company, for a term beginning on September 1, 2000 and continuing
thereafter for five (5) years until September 1, 2005, unless earlier
terminated in accordance with Section 11.
2. Increase In Certain Payments Upon Termination of Employment.
As approved by the Company's Board of Directors on December 17, 2002,
Sections 12(c), 12(d) and 12(e) of the Original Agreement will be amended in
their entirety to read as follows:
12. PAYMENTS ON TERMINATION.
(c) Termination By the Company Without Cause. Upon termination
by the Company during the term for any reason other than Cause (not
including termination due to death, disability, or upon expiration of
the term set forth in Section 1), the Company will continue to pay
Employee at the rate of his then current annual Base Salary for a
period of twenty-four (24) months after the Termination Date.
(d) Other Terminations. Upon termination of Employee's
employment by the Company for Cause, by the Employee for other than
Good Reason, or upon expiration of the term as set forth in Section 1,
the Company will pay Employee his Base Salary earned through the
Termination Date.
(e) Termination after Change in Control. In the event of
termination of Employee's employment by the Company as a result of a
Change in Control of the Company or by Employee for Good Reason, and in
lieu of payment under any other provision of Section 12 of this
Agreement, the Company will continue to pay Employee at the rate of his
then current annual Base Salary for a period of twenty-four (24) months
after the Termination Date. The amount of payment to be made by the
Company to the Employee pursuant to this Section 12(e) shall be reduced
by 50% of any gross compensation earned by the Employee in connection
with any employment or self-employment of the Employee during the
compensation period pursuant to this Section 12(e). Employee shall
promptly notify the Company of any such employment or self-employment
and disclose to the Company his gross earnings therefrom.
Except as otherwise provided in the last sentence of this
paragraph, if the payments owed to the Employee pursuant to this
Section 12(e) and any other benefits to which the Employee shall become
entitled, either alone or together with other payments or benefits in
the nature of compensation to the Employee which would constitute a
"parachute payment" as defined in Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), such payments or other benefits
shall be reduced (but not below zero) to the largest aggregate amount
as will result in no portion thereof being subject to the excise tax
imposed under Section 4999 of the Code. The Employee in good faith
shall determine the amount of any reduction to be made pursuant to this
paragraph. Notwithstanding the foregoing, this Section 12(e) shall not
apply (and no reduction shall be made to the payments or other benefits
otherwise available to the Employee) if the Company determines that (i)
the Employee's net after-tax position without the imposition of such
reduction would be greater than (ii) the Employee's net after-tax
position with the imposition of such reduction.
3. Miscellaneous. All capitalized terms not otherwise defined
herein shall take the meanings ascribed to such terms in the Original Agreement.
Other than as expressly amended in this First Amendment, the Original Agreement
shall continue in full force and effect, as so amended by this First Amendment.
IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this First Amendment on the date first above written.
CIMA LABS INC. EMPLOYEE
By: /s/ Xxxx X. Xxxxxxx /s/ Xxxx Xxxxx
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Xxxx X. Xxxxxxx, Ph.D. Xxxx Xxxxx, Ph.D.
Its President and CEO
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