FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit 10.5
FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Medicis Pharmaceutical Corporation (the “Company”) and Xxxx X. Xxxxxxxx (the
“Executive”) entered into an Amended and Restated Employment Agreement (the
“Agreement”) effective as of December 22, 2008. The Company and Executive wish to
amend the Agreement to modify the description of the Executive’s position and duties
and to clarify the circumstances in which a change in the Executive’s
authority, duties or responsibilities will be deemed to give rise to “Good
Reason” for the Executive to terminate the Agreement. The Company and Executive each
acknowledge that the modification of the Executive’s position and duties and the
noted clarification are valuable to it or him and provide adequate
consideration for the execution of this First Amendment.
1. This First Amendment is effective as of June 30, 2010.
2. Section 2.1 of the Agreement is hereby amended and restated in its entirety to
read as
follows:
2.1 Position and Duties. Executive shall serve
as the President of the Company and shall have such
authority, duties and responsibilities as ordinarily
assigned to an employee holding the position of President
with a publicly traded company (or following a Change in
Control, the ultimate parent entity of Company) and
provided to Executive in writing. Executive shall also have
such additional authority, duties and
responsibilities as may be assigned to him by the Company
from time to time with his consent.
3. Section 3.1 of the Agreement is hereby amended to provide that
Executive’s salary, effective as of the effective date of this First Amendment, shall
be increased to an annual rate of $670,000 per year.
4. Section 5.6(b) of the Agreement is hereby amended and restated in its entirety to
read
follows:
(b) a material diminution in Executive’s
authority, duties or responsibilities as set forth in
Section 2.1, provided, however, that for purposes of this
clause (b) a change in Executive’s authority, title,
duties, or responsibilities shall not be deemed to
materially reduce Executive’s authority, duties, or
responsibilities if all of the following conditions are
satisfied: (i) at the time the change is implemented Xxxxx
Xxxxxxxx is serving as Company’s Chief Executive Officer;
(ii) Xx. Xxxxxxxx initiated or approved the change; (iii)
Executive
continues to report to either the supervisor to whom
Executive reported immediately prior to such change or a
supervisor at the same or higher level of responsibility
within Company’s organizational structure; and (iv) there
is no material diminution in Executive’s Base
Compensation or in Executive’s opportunities for
incentive or equity compensation.
5. Section 5.6(f) of the Agreement is hereby amended and restated in its
entirety to read
as follows:
(f) any other action or inaction that constitutes a
material breach by the Company of the Agreement (including
without limitation the breach by the Company of its
obligation under Section 2.1 to maintain Executive’s
duties as those consistent with the duties of a
President of a publicly traded company or following a
Change in Control, as President of the ultimate
parent entity of the Company).
6. This First Amendment amends only the provisions of the Agreement as set
forth
herein, and those provisions not expressly amended by this First Amendment shall
continue in full force and effect. Notwithstanding the foregoing, this First
Amendment shall supersede the
provisions of the Agreement to the extent those provisions are inconsistent with the
provisions and
the intent of this First Amendment.
IN WITNESS WHEREOF, Executive has executed this First Amendment, and Company
has
caused this First Amendment to be executed by its duly authorized
representative, on this 15th day of
June, 2010.
| MEDICIS PHARMACEUTICAL CORPORATION |
||||
| By | /s/ Xxxxx X. Xxxxxx | |||
| Its Xxxxx X. Xxxxxx | ||||
| Executive Vice President, General Counsel & Corporate Secretary | ||||
| “EXECUTIVE” |
||||
| /s/ Xxxx X. Xxxxxxxx | ||||
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