AMENDMENT DATED AS OF FEBRUARY 21, 1995 TO EMPLOYMENT AGREEMENT between Schein
Pharmaceutical, Inc. (the "Company") and Xxxxxx Xxxxxxx ("Xxxxxxx").
The Company and Xxxxxxx are parties to an employment agreement dated September
30, 1994 (the "Employment Agreement"), pursuant to which Xxxxxxx is employed as
the Company's Chairman of the Board, Chief Executive Officer and President.
The Company and Xxxxxxx agree as follows:
1. Section 2.1 of the Employment Agreement is hereby amended to read in its
entirety as follows:
"As compensation for Xxxxxxx'x employment hereunder, Xxxxxxx shall be
entitled to receive a base salary (the "Base Salary") of $600,000 per
annum for the first year of the Employment Period, $650,000 per annum for
the second year of the Employment Period and $700,000 per annum for the
third, fourth and fifth years of the Employment Period, payable in
accordance with the Company's normal payroll practices for tits senior
executive officers from time to time in effect."
2. Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Employment Agreement. Except as expressly amended
hereby, all provisions of the Employment Agreement shall remain in full force
and effect.
SCHEIN PHARMACEUTICAL, INC.
/s/ Xxxxxx Xxxxxxx By: /s/ [ILLEGIBLE]
----------------------------------- -------------------------------------
XXXXXX XXXXXXX Executive Vice President and
Chief Operating Officer
AMENDMENT NO 1
TO THE
EMPLOYMENT AGREEMENT DATED
SEPTEMBER 30, 1994 BETWEEN
SCHEIN PHARMACEUTICAL, INC. AND XXXXXX XXXXXXX
Reference in made to the Employment Agreement dated September 30, 1994 between
Schein Pharmaceutical, Inc. and Xxxxxx Xxxxxxx (the "Employment Agreement").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Employment Agreement.
1. Section 1.2 of the Employment Agreement is amended to read in its entirety as
follows:
"1.2 Employment Period. Xxxxxxx'x employment shall be for the period
commencing on January 1, 1994 and ending on January 1, 2000 (the
"Employment Expiration Date"), unless terminated earlier pursuant to the
Section 4 hereof (the "Employment Period")."
2. In Section 3.2 of the Employment Agreement the definition of "Average Total
Cash Compensation" shall be amended to read as follows:
'"Average Total Cash Compensation" shall mean the average of the highest
three of the last six fiscal years of Total Cash Compensation (as defined
below) occurring prior to the date Xxxxxxx'x employment is terminated;'
Except as amended hereby, the Employment Agreement shall continue in full force
and effect.
Dated as of Xxxxx 0, 0000
XXXXXX PHARMACEUTICAL, INC.
/s/ Xxxxxx Xxxxxxx By: /s/ [ILLEGIBLE]
----------------------------------- -------------------------------------
Xxxxxx Xxxxxxx Authorized Officer
AMENDMENT NO. 2
TO THE
EMPLOYMENT AGREEMENT DATED
SEPTEMBER 30, 1994 BETWEEN
SCHEIN PHARMACEUTICAL, INC. AND XXXXXX XXXXXXX
Reference is made to the Employment Agreement dated September 30, 1994 between
Schein Pharmaceutical, Inc. and Xxxxxx Xxxxxxx, as amended by Amendment No. 1
thereto dated as of March 6, 1998 (the "Employment Agreement"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed thereto in
the Employment Agreement.
1. Section 1.2 of the Employment Agreement is amended to read in its entirety as
follows:
"1.2 Employment Period. Xxxxxxx'x employment shall be for the period
commencing on January 1, 1994 and ending on January 1, 2001 (the
"Employment Expiration Date"), unless terminated earlier pursuant to
Section 4 hereof (the "Employment Period")."
2. Section 2.1 of the Employment Agreement is amended to read in its entirety as
follows:
"2.1 Base Salary. As compensation for Xxxxxxx'x employment
hereunder, Xxxxxxx shall be entitled to receive a base salary (the "Base
Salary") at a rate of $600,000 per annum for the first two years of the
Employment Period and $700,000 per annum for the next five years of the
Employment Period, payable in accordance with the Company's normal payroll
practices for its senior executive officers from time to time in effect."
3. In Section 3.2 of the Employment Agreement, the definition of "Average Total
Cash Compensation" shall be amended to read as follows:
'"Average Total Cash Compensation" shall mean the average of the
highest three of the last seven full fiscal years of Total Cash
Compensation (as defined below) occurring prior to the date Xxxxxxx'x
employment is terminated;'
4. A new Section 3.3 is added to the Employment Agreement to read in its
entirety as follows:
"3.3 Stock Options. In the event Xxxxxxx'x employment is terminated
pursuant to Section 4.1 upon Xxxxxxx'x death, Disability, retirement at or
after age 65, or by the Company other than with Cause, all unvested stock
options held by Xxxxxxx on the date of such termination or retirement
shall immediately vest and be fully exercisable, and all stock options
held by Xxxxxxx (including those vesting by reason of the preceding
provision) shall remain exercisable (to the extent not exercised) for a
period of three years from the date of such termination or retirement."
Except as amended hereby, the Employment Agreement shall continued in full force
and effect.
Dated as of November 18, 1999
SCHEIN PHARMACEUTICAL, INC.
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxx
----------------------------------- -------------------------------------
Xxxxxx Xxxxxxx Name: Xxxx Xxxxxxxx
Title: SR VP & GEN COUNSEL
AMENDMENT NO. 3
TO THE
EMPLOYMENT AGREEMENT DATED
SEPTEMBER 30, 1994 BETWEEN
SCHEIN PHARMACEUTICAL, INC. AND XXXXXX XXXXXXX
Reference is made to the Employment Agreement dated September 30, 1994 between
Schein Pharmaceutical, Inc. and Xxxxxx Xxxxxxx, as amended by Amendment No. 1
thereto dated as of March 6, 1998 and Amendment No. 2 thereto dated as of
November 18, 1999 (the "Employment Agreement"). Capitalized terms not otherwise
defined herein shall have the meaning ascribed thereto in the Employment
Agreement.
1. A new Section 5.6 is added to the Employment Agreement as follows:
"5.6 FAILURE TO OFFER EXTENSION. If the Company fails to offer
Xxxxxxx in writing, on or prior to any Employment Expiration Date during
the Employment Period, the opportunity to extend the then Employment
Expiration Date to a date one year after such date, the Company shall pay
to Xxxxxxx, in a lump sum in cash within 30 days of such Employment
Expiration Date, an amount equal to his Base Salary on such Employment
Expiration Date plus $375,000 (the "Reference Bonus"). Nothing contained in
this Section 5.6 shall be deemed to limit in any way Xxxxxxx'x and his
spouse's right to receive the benefits referred to in Section 3.1 and 3.2
hereto."
2. A new Section 5.7 is added to the Employment Agreement as follows:
"5.7 CHANGE OF CONTROL. If Xxxxxxx'x employment with the Company is
terminated by the Company for any reason, other than upon his death or
Disability or for Cause, or by Xxxxxxx pursuant to Section 4.1(c), in
each case within two years following a Change of Control (as such term is
defined in the Company's 1999 Stock Option Plan) or 90 days prior to such
Change of Control, the Company shall pay to Xxxxxxx, in a lump sum in cash
within 30 days of the later of such termination date and the Change of
Control date, an amount equal to twice the sum of his Base Salary on such
termination date plus the Reference Bonus, reduced by any amount paid or
payable to Xxxxxxx pursuant to Sections 5.4(b) and (c). Nothing contained
in this Section 5.7 shall be deemed to limit in any way Xxxxxxx'x or his
spouse's right to receive the benefits referred to in Sections 3.1 and 3.2
hereto."
3. A new Section 11 is added to the Employment Agreement as follows:
"11. MAXIMUM PAYMENT. Notwithstanding anything herein to the
contrary, if it is determined that any payment made to Xxxxxxx, whether
pursuant to the terms of this Agreement or otherwise (including but not
limited to any stock option agreement), would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code, or any interest
or penalties with respect to such excise tax (such excise tax, together
with any interest or penalties thereon, is herein referred to as an
"EXCISE TAX"), then Xxxxxxx shall be entitled to an additional payment or
payments (a "GROSS-UP PAYMENT") in an amount that will place him in the
same after-tax economic position that he would have enjoyed if the Excise
Tax had not applied. The amount of the Gross-Up Payment shall be determined
by the nationally recognized firm of accountants serving as the
Corporation's independent auditors immediately prior to the Change of
Control which resulted in the application of the Excise Tax, in their sole
discretion, and shall be payable upon Xxxxxxx'x demand."
Except as amended hereby, the Employment Agreement shall continue in full
force and effect.
Dated as of December 31, 1999
/s/ Xxxxxx Xxxxxxx
---------------------------------- SCHEIN PHARMACEUTICAL, INC.
Xxxxxx Xxxxxxx
By: /s/ Xxxxxxx Xxxxxxx
-------------------------
Xxxxxxx Xxxxxxx
President and
Chief Operating Officer
