Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is dated as of June 30, 2005 (this
"Amendment") by and between Xxxxxxx Company, a Michigan corporation (the
"Company") and Xxxxx X. Xxxxxxx (the "Executive").
WHEREAS the Company and the Executive are parties to that certain
Employment Agreement dated as of April 19, 2000 (the "Employment Agreement")
which provides, among other things, that the Company agrees to employ the
Executive, subject to certain terms and conditions, as its President and Chief
Executive Officer for a period ending on June 30, 2005 unless otherwise extended
pursuant to the Employment Agreement; and
WHEREAS the Company and the Executive wish to amend the Employment
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants, promises and representations set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the parties agree as follows:
1. Amendments.
(a) The first sentence of Section 1(f) of the Employment Agreement is
hereby deleted in its entirety and replaced by the following:
"The `Agreement Term' shall be the period beginning on April 1,
2005 and ending on December 31, 2006."
(b) Section 2 (a) of the Employment Agreement is hereby deleted in
its entirety and replaced by the following:
"The Executive shall receive a base salary at an annual rate of
$750,000, payable in substantially equal monthly or more frequent
installments (the "Salary). For the fiscal year beginning July 2,
2006 and thereafter, the Executive's Salary shall be reviewed by
the Board to determine whether an increase in the amount of
Salary is appropriate."
(c) The second sentence of Section 2(b) is hereby deleted in its
entirety and replaced by the following:
"The MIB shall provide the Executive with a target opportunity of
not less than 100% of annual salary."
(d) Section 2(d) of the Employment Agreement is hereby deleted in its
entirety and replaced by the following:
"Contingent Restricted Stock Award. The Executive shall also be
awarded 67,159 shares of Restricted Stock (referred to as
"Contingent Restricted Stock"). Such Contingent Restricted Stock
Award shall be subject to the terms and conditions of a separate
Restricted Stock Award Agreement. Except as otherwise
specifically provided in this Agreement or any Restricted Stock
Agreement, the shares of Contingent Restricted Stock shall be
permanently forfeited if the Executive's Date of Termination
occurs prior to December 31, 2006 (the "Contingent Vesting
Date")."
(e) Section 2(e) of the Employment Agreement is hereby amended to
include a new paragraph at the end of Section 2(e) as follows:
As part of the Company's annual Long Term Incentive program, the
Executive shall be granted options to purchase shares of Common
Stock under the Company's 2003 Long-Term Incentive Plan. The
monetary values of the awards for fiscal years 2006 and 2007
shall be $1,645,500 and $1,500,000 (annualized), respectively.
The number of options granted to the Executive in each award
shall be determined by dividing the monetary value by the
Black-Sholes value of Perrigo stock on the date of the grant. The
dates of the stock option grants, which will be the same dates as
the annual stock option awards for other employees, will be
determined by the Compensation Committee (the "Additional Grant
Dates"). The shares subject to such options shall have an
exercise price equal to a fair market value (as defined in the
Plan) of a share of Common Stock on the Additional Grant Dates
and shall become exercisable on January 1, 2007. Such options
shall be subject to the terms and conditions of an Option
Agreement.
(f) Notwithstanding anything to the contrary in the Employment
Agreement, the parties understand and agree that, other than those options
described in paragraph 1 (e) above, all unvested outstanding options to purchase
shares of Common Stock (as defined in the Employment Agreement) shall become
fully vested on June 30, 2005. All vested options may be exercised at any time
prior to the end of their stated life.
(g) Section 4(a)(iii) of the Employment Agreement is hereby deleted
and replaced by the following:
"Any other payments or benefits to be provided to the Executive
by the Company pursuant to any employee benefit plans or
arrangements adopted by the Company, including any payments and
contributions that Executive has made in certain deferred
compensation plans maintained by and through the Company, to the
extent such payments and benefits are earned and vested as of the
Date of Termination, or are required by law to be offered for
periods following the Executive's Date of Termination."
2. Effect of Amendments. Except to the extent expressly amended hereby, the
Employment Agreement shall remain in full force and effect in all respects.
3. Applicable Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Michigan, without giving
effect to any choice of law or conflict of law provision or rule that would
cause the application of the laws of any other jurisdiction.
4. Counterparts. This Amendment may be executed in one or more counterparts
(including counterparts executed and delivered by facsimile, which shall be as
counterparts executed and delivered manually), all of which shall be considered
one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
party, it being understood that all parties need not sign the same counterpart.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
hereto as of the day and year first written above.
XXXXXXX COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President of Human Resources
XXXXX X. XXXXXXX
By: /s/ Xxxxx X. Xxxxxxx
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