Exhibit 10.16
Amendment to Employment Agreement
This Amendment is made, entered into, and is effective as of the Amendment Date, by and between the Company and the Executive.
Article 1. Definitions
| 1.0 |
Unless otherwise defined herein, the terms used herein shall have the meanings ascribed to them in Article 2 of the Employment Agreement. |
| 1.2 |
“Amendment Date” shall mean February 15, 2006. |
| 1.3 |
“Employment Agreement” shall mean that certain agreement entered into by and between the Company and the Executive as of May 28, 2004 and which subsequent thereto was filed by the Company with the Securities and Exchange Commission. |
Article 2. Amendments
| 2.0 |
The Employment Agreement is hereby
amended, as of the Amendment Date, as set forth in Sections 2.1 through 2.5. |
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3.1 |
During the
term of this Agreement, the Executive agrees to serve as Executive Vice President & Chief
Business Officer and as Secretary of the Company or in such other position
which Executive shall agree to accept or to which Executive shall be promoted
during the Term and Executive shall report directly to the Chief Executive
Officer & President, and shall maintain the level of duties and responsibilities
as in effect as of February 15, 2006, or such higher level of duties and
responsibilities as Executive may be assigned during the Term (the “Position”). |
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5.1 |
Base Salary. The Company shall pay the Executive a Base Salary in an amount which shall be established from time to time by the Board of Directors of the Company or the Board’s designee; provided, however, that such Base Salary shall not be less than THREE-HUNDRED-FORTY- THREE-THOUSAND-FIVE-HUNDRED-FIVE-DOLLARS (US$343,505) per year. |
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(a) |
This Base Salary shall be paid to
the Executive in equal installments throughout the year, consistent with
the normal payroll practices of the Company. |
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(b) |
The Base Salary shall be reviewed at least annually following the Effective Date of this Agreement, while this Agreement is in force, to ascertain whether, in the judgment of the Board or the Board’s designee, such Base Salary should be increased based primarily on the performance of the Executive during the year. If so increased, the Base Salary as stated above shall, likewise, be increased for all purposes of this Agreement and shall not, in any event, be decreased in any year. |
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(c) |
For purposes of this Section
7.4, the term “Service Multiple” shall be defined as being equal
to one-and-seventy-five-hundredths (1.75); |
| 2.4 |
Sections 7.6(d)(1) and (d)(2)
and (d)(3) of the Employment Agreement are rewritten to read in their entirety
as follows: |
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(d) |
Upon a termination of the Executive’s employment for Good Reason during the Term, and following the expiration of the sixty (60) day notice period, the Company shall pay and provide to the Executive the following: |
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(1) |
An amount equal to one-and-seventy-five-hundredths (1.75) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; |
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(2) |
An amount equal to one-and-seventy-five-hundredths (1.75) times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; |
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(3) |
A continuation of the welfare
benefits of health care, life and accidental death and dismemberment, and
disability insurance coverage for twenty-one (21) months after the Effective
Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers). These benefits shall be provided to the Executive at the same coverage level, as in effect as of the Effective Date of Termination and at the same premium cost to the Executive
which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued prior to the end of the twenty-one (21) month period in the event the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Compensation Committee (or, in the event the Compensation Committee ceases to exist, the Board); |
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8.3 |
Severance Benefits Paid upon a Qualifying Termination. In the event the Executive becomes entitled to receive CIC Severance Benefits, the Company shall pay to the Executive and provide him the following: |
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(a) |
An amount equal to two-and-twenty-five-hundredths
(2.25) times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; |
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(b) |
An amount equal to two-and-twenty-five-hundredths (2.25) times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Executive’s Effective Date of Termination occurs; |
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(c) |
An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; |
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(d) |
All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company; |
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(e) |
A continuation of the welfare
benefits of health care, life and accidental death and dismemberment, and
disability insurance coverage for twenty-seven (27) months after the Effective
Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers). |
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(1) |
These benefits shall be provided
to the Executive at the same coverage level, as in effect as of the Effective
Date of Termination or, if greater, as in effect sixty (60) days prior to
the date of the Change in Control, and at the same premium cost to the Executive
which was paid by the Executive at the time such benefits were provided. |
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(2) |
In the event the premium cost
and/or level of coverage shall change for all employees of the Company, or
for management employees with respect to supplemental benefits, the cost
and/or coverage level, likewise, shall change for the Executive in a corresponding
manner. |
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(3) |
The continuation of these welfare
benefits shall be discontinued prior to the end of the twenty-seven (27)
month period in the event the Executive has available substantially similar
benefits at a comparable cost to the Executive from a subsequent employer,
as determined by the Compensation Committee (or, in the event the Compensation
Committee ceases to exist, the Board). |
Article 3. Miscellaneous
| 3.0 |
Except for those provisions of the Employment Agreement specifically amended as set forth in Article 2 of this Amendment, the remaining terms of the Employment Agreement shall remain in full force and effect as set forth therein. |
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IN WITNESS WHEREOF, the Company, through its duly authorized representative, and the Executive have executed this Amendment as of the Amendment Date.
| Executive |
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Savient Pharmaceuticals, Inc. |
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| /s/ Xxxxxx X. Xxxxxxxx |
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/s/ Xxxxxxxxxxx Xxxxxxx |
| Xxxxxx X. Xxxxxxxx |
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Xxxxxxxxxxx Xxxxxxx |
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Chief Executive Officer & President |
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