EXHIBIT 10.17
ADDENDUM NO. 2 TO XXXXX EMPLOYMENT AGREEMENT
This second addendum ("Second Addendum") dated as of the 1st
day of January 2000, by and between Columbia Laboratories Inc. ("Columbia") a
corporation organized and existing under and by virtue of the laws of the State
of Delaware, having its principal place of business at 0000 XX 000xx Xxxxxx,
Xxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as the "Company"), and Xxxxxx
X. Xxxxx, who resides at 000 X. Xxxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxx 00000
(hereinafter referred to as "Employee").
W I T N E S E T H:
-----------------
WHEREAS, the Company is and will be engaged in the
development, testing, registration, manufacturing, licensing, marketing, and
selling of pharmaceutical products; and
WHEREAS, the employee, by reason of his knowledge, skill and
ability has been uniquely qualified to aid the Company in the development,
testing, registration, manufacturing, licensing, marketing, and selling of
pharmaceutical products; and
WHEREAS, the Employee and the Company are desirous of
continuing the employment relationship of the Employee, in a changed capacity,
whereafter the Employee will provide ad hoc assistance to the Company in the
development, testing, registration, manufacturing, licensing, marketing, and
selling of pharmaceutical products; and
WHEREAS, the Company and Employee desire to enter into this
Second Addendum to the Employee's employment agreement dated January 1, 1996,
which agreement was previously modified by an addendum effective September 1,
1997, (the January 1, 1996 employment agreement and September 1, 1997 addendum
are hereinafter collectively referred to as the "Agreement") so that the rights,
duties, benefits and obligations of each to the other, in respect of the changed
employment of the Employee for and by the Company, will be fully set forth under
the terms and conditions set forth both in the Agreement, and herein, upon the
execution hereof; and
WHEREAS, the Compensation and Stock Option Committee of the
Board of Directors of the Company have approved the continued employment of the
Employee upon the terms and conditions set forth in the Agreement and herein, by
a resolution issued by it, and have authorized the execution and delivery of
this Second Addendum; and
WHEREAS, the terms of the Employee's Agreement will only be
modified by the specific terms and conditions set forth herein, which will
modify and supersede any and all similar provisions in the Employee's Agreement,
and any inconsistency between this Second Addendum and the Employee's Agreement
will be resolved by the provisions hereinafter set forth. To the extent this
Second Addendum does not change any provision of the Employment Agreement, those
provisions will remain and continue to be effective.
NOW, therefore, in consideration of the mutual promises
contained herein, the payment of Ten ($10.00) dollars by each party to the
other, the receipt of which is hereby duly acknowledged, and for other good and
valuable consideration, the Company and Employee further agree as follows:
EMPLOYMENT
2
The Company will continue to employ the Employee in
an executive capacity, specifically as "Second Vice-Chairman." The Employee
hereby accepts such employment and agrees to perform the services and duties
specified herein.
TERM
The term of employment ("Term") shall be for a period
of Two (2) years from the date hereof, unless sooner terminated in accordance
with the terms and conditions set forth herein.
DISABILITY
If, during the Term, the Employee will become unable
to perform his duties as provided for herein by reason of illness or injury, for
a consecutive period of Three Hundred sixty-five (365) days, the Company may, on
Ninety (90) days written notice to the Employee, terminate his office of Second
Vice-Chairman. In the event of such termination, then Employee will remain an
employee of the Company and receive the balance of his compensation and all of
his fringe benefits as is set forth below in this Second Addendum, through to
the Termination date set forth above in this Second Addendum.
TERMINATION FOR CAUSE
This Agreement may be immediately terminated by the
Company for "cause" at any time, upon written notice to the Employee, after
which all obligations of the Company to the Employee will thereupon cease. For
the purposes of this Agreement, the term "cause" when used with reference to the
termination of this Agreement, shall mean only the following:
Willful misconduct, gross negligence or indictable criminal
conduct against the Company, by the Employee in connection with the performance
of his duties.
DUTIES
(a) The Employee shall perform the following duties
in connection with his employment, all of which will be subject to the paramount
directions of the Board of Directors:
(i) To serve as Second Vice-Chairman of the
Company; and
(ii) To assist the Company (the
"Assistance") in its business affairs and scientific dealings relating to the
development, testing, registration, manufacturing, licensing, marketing, and
selling of pharmaceutical products, as well as in the Company's dealings with
other
3
companies, its regulatory affairs, banking and other financial institutions and
other groups and institutions; and
(iii) To provide such Assistance in the form
of ad hoc services for the Company without specific assignment, as determined
necessary by the Employee, and to report from time to time to the Board of
Directors; and
(iv) To continue to serve as a director of
the Company, and then as, if and when so re-elected to continue to serve as a
director of the Company, and also if so elected, to serve as a director of any
subsidiary or affiliate of the Company.
(b) Employee will, in the discharge of his duties,
use his best efforts and skills for the affairs of the Company, and for the
performance of the duties set forth herein. The Company acknowledges that the
Employee will be the sole and exclusive party to determine where and when the
Employee will provide his services (apart from board of directors meetings), and
the Company explicitly acknowledges that the Employee is not required to
maintain an office or regularly attend at office's of the Company, or regularly
perform any Company services. The Employee is expressly permitted to participate
in any outside business activity that he so desires to involve himself in,
except those which will create a conflict of interest with the Company.
COMPENSATION
(a) Base Salary
The Employee retroactive to and effective as
of January 1, 2000, will receive for the discharge of his duties and activities
on behalf of the Company as provided for herein, an annual salary ("Base
Salary") of Two Hundred Thousand and No/00 ($200,000.00) dollars, which will be
paid by the Company to the Employee in equal and regular installments not less
frequently than monthly, in accordance with the Company's policy for payment of
executive salaries.
(b) Compensation Options
The Employee may receive compensation
options to purchase $.01 par value per share common stock of the Company
("Common"), if it is determined to be warranted in the sole discretion of the
Board of Directors.
4
OPTIONS
The Employee from time to time, may in the sole
discretion of the Board of Directors, grant as additional compensation stock
options ("Options's") to purchase shares of the Company's Common ("Grant"). If
there is such a Grant then the Options's will be made pursuant to the Company's
Stock Option Plan, as may be amended from time to time ("Plan"). The Company
shall then enter into an Option agreement for the issuance of the Options's,
which Option agreement will be subject to the terms and conditions contained in
the Plan.
FRINGE BENEFITS
In addition to the Base Compensation set forth
herein, the Employee will be entitled to receive the following benefits:
(a) Any benefits under group hospitalization, health,
dental care or sick leave plan, life or other insurance or death benefit plan,
travel or accident insurance, for which any executives are or will become
eligible. In the event the Employee is not eligible for health benefits as
described above, by reason of age, location or otherwise the Employee will be
provided equivalent benefits determined at the election of the Company. The
Employee will be eligible to receive the foregoing benefits during the Eighteen
(18) month period following the termination of his employment under this
Agreement; and
(b) No annual vacation will be given to Employee by
reason of Employee's ad hoc status without regular assignment duties; and
(c) The Employee may incur and will be reimbursed for
reasonable expenses which are related to the Company's business, including
expenses for entertainment, travel and similar items ("Approved Reimbursable
Expenses"). All such reimbursement of Approved Reimbursable Expenses will be
made within Thirty (30) days of receipt by the Company from the Employee of an
itemized account and if necessary proper substantiation of Approved Reimbursable
Expenses. In order to facilitate the payment of the Approved Reimbursable
Expenses, the Company may furnish the Employee with Company acquired credit
cards as may be available to other executive officers of the Company; and
5
(d) The Employee will be given access to a Company
office, at any Company facility, with secretarial help and any and all
reasonable facilities and services, where such an office and help is necessary
to Employee to fulfill any ad hoc assignment.
(e) The Employee will be given an automobile
allowance or automobile lease plan to the extent of $7,500.00 per annum, paid in
Twelve equal monthly installments, to be used to defray acquisition expense for
a luxury automobile, and insurance and maintenance expenses for the automobile.
6
NOTICES
Any notice required or permitted to be given under
this Second Addendum and the Employee's employment Agreement will be sufficient
if in writing and actually delivered, or if sent either by Federal Express, or
postage prepaid, by certified mail, return receipt requested, with a copy by
ordinary mail, to the addresses below:
As to Company: 0000 XX 000xx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
As to Employee: 000 X. Xxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
Or to such other address as either party shall designate by written notice to
the other.
1. ENTIRE ADDENDUM
This Addendum contains the entire agreement and
understanding of the Company and the Employee with respect to the subject matter
contained herein, and shall incorporate, merge and supersede all prior
agreements and understandings had between the Company and the Employee with
respect to the subject matter contained herein, either oral or written, if any.
No modification, change or amendment to this Second addendum, with respect to
the subject matter contained herein, shall be binding upon the Company or the
Employee unless the same is in writing, and signed by the party against whom
enforcement of the modification, change or amendment is sought to be enforced.
1. MISCELLANEOUS
(a) This Addendum and the implementation of it shall
be subject to and governed by the laws of the State of Florida, and any legal
proceedings relating to (i) the interpretation or, enforcement of any of the
provisions of this Second Addendum or (ii) any dispute relating to the
7
employment relationship created by this Second Addendum, shall only be brought
in the Circuit Court of the State of Florida, in and for the County of Dade.
(b) The Article headings contained herein are for
reference purposes only and shall not in any way affect the meaning or the
interpretation of this Second Addendum.
(c) The failure of any provision of this Second
Addendum shall in no manner affect the right to enforce the remainder of this
Second Addendum, and the waiver by either The Company or the Employee of any
breach of any provision of this Second addendum shall not be construed to be a
waiver by the Company or the Employee of any succeeding breach of such provision
or a waiver by such party of any breach of any other provision of this Second
Addendum.
IN WITNESS WHEREOF, the parties hereto have executed this
Addendum on January 1, 2000.
BALANCE OF PAGE INTENTIONALLY BLANK - CONTINUED ON EXECUTION PAGE
8
EMPLOYEE:
Witness:
-------------------
/s/ Xxxxxx Xxxxx
-------------------------
XXXXXX XXXXX
COMPANY:
COLUMBIA LABORATORIES, INC.
Witness:
-------------------
/S/ Xxxxxxx X. Xxxxxxx
--------------------------
By: XXXXXXX X. XXXXXXX
CHAIRMAN OF THE BOARD
9
