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ATTACHMENT II
AMENDMENT TO
EMPLOYMENT AGREEMENT BETWEEN
K-V PHARMACEUTICAL COMPANY
AND XXXX X. XXXXXXXX
This Amendment to the Employment Agreement dated December 16, 1996 (the
"Employee Agreement") by and between K-V Pharmaceutical Company ("Employer")
and Xxxx X. Xxxxxxxx ("Employee") is hereby entered into as of the 2nd day of
December, 1999.
Whereas, Employer has deemed it desirable to provide funding assurances
to Employee with respect to death benefits that shall be provided to the
Employee in the event his employment should be terminated by reason of death;
Whereas, Employer has deemed it on its best interest to fund the
contingency with a split dollar insurance policy for life with a guaranteed
return of premiums;
Now Therefore, Employer hereby agrees with Employee that:
1. Section 4 of the Employment Agreement is hereby amended by adding the
following paragraph at the end thereof to henceforth be read as paragraph
(k): Notwithstanding anything to the contrary, in the event Employee dies
during employment prior to retirement at age sixty-five or termination after
a change in control prior to age sixty-five, proceeds from the $15 million
split dollar insurance policies less premiums paid by K-V, shall be
immediately paid to Employee's beneficiaries in lieu of the retirement
benefits under paragraphs 6 and 7, except as otherwise provided in paragraph
4(k). Notwithstanding the foregoing, such payment shall in no way be
construed so as to prevent or preclude the payment of life insurance benefits
to the Employee's designated beneficiary or beneficiaries as defined in
paragraph 5(a) and benefits under paragraphs 6 and 7 re-vest to Employee
through age 65 on a cumulative basis at: Age 58-12%, 59-24%, 60-36%, 61-48%,
62-51%, 63-54%, 64-57%, 65-60%.
2. Except as amended hereby, the Employment Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, Employer and Employee have agreed to amend the Employment
Agreement, as hereinabove provided, as of the date set forth above.
K-V PHARMACEUTICAL COMPANY
Name: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President, Finance
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/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
