Exhibit 10.20.1
AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
CAMBREX CORPORATION
AND
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WHEREAS, Cambrex Corporation, a Delaware corporation (the "Company"), and
_______________ (the "Employee") have previously entered into an Employment
Agreement dated as of February 6, 2006 (the "Employment Agreement" herein),
which Employment Agreement will become effective upon the occurrence of any one
of the several enumerated events specified therein; and
WHEREAS, the Company has determined that the terms of the Employment
Agreement as currently in effect do not adequately protect the interests of the
Employee in all circumstances if one or more of such enumerated events should
occur; and
WHEREAS, the Company desires that the Employee continue in its employ after
the date hereof; and
WHEREAS, to induce the Employee to remain in its employ, the Company is
willing to amend the Employment Agreement in the manner hereinafter set forth.
NOW, THEREFORE, the Employment Agreement is amended in the manner set forth
below.
1. Section 4(b)(ii) of the Employment Agreement is deleted and replaced
with the following language:
(ii) Annual Bonus. In addition to Base Salary, the Employee shall
be eligible (but not entitled) to receive, for each fiscal year during the
Employment Period, an annual bonus (an "Annual Bonus") (either pursuant to any
incentive bonus plan maintained by the Company or otherwise) in cash, restricted
stock, restricted stock units or other forms of remuneration on the same basis
as with respect to the fiscal year immediately preceding the fiscal year in
which the Effective Date occurs.
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2. Section 6(d)(i)(B) of the Employment Agreement is deleted and replaced
with the following language:
B. the product of (x) the highest Annual Bonus earned by the Employee
during the three fiscal years immediately preceding the Date of Termination and
(y) a fraction, the numerator of which is the number of days in the current
fiscal year through the Date of Termination and the denominator of which is
three hundred sixty-five (365); and
3. Section 6(d)(i)(F)(i) of the Employment Agreement is deleted and
replaced with the following language:
F. a lump-sum payment equal to the excess of (a) the actuarial
equivalent of the benefit under the retirement plan of the Company or a
subsidiary of the Company in which the Employee is a participant at the date
hereof or any successor retirement plan (the "Retirement Plan") (and the
supplemental and/or excess retirement plan, if any) the Employee would receive
if he remained employed by the Company at the compensation level provided for in
Section 6(d)(i) of this Agreement through the end of the Employment Period,
assuming Employee was fully vested under such plan(s), over (b) the actuarial
equivalent of the actual benefit, if any, the Employee is to receive under the
Retirement Plan (and the supplemental and/or excess retirement plan), utilizing,
in each case, the payment option available under the Retirement Plan (and the
supplemental and/or excess retirement plan) which will produce the greatest
lump-sum benefit to the Employee. The actuarial equivalent for determining the
lump sum payment will use GAR94 Unisex Mortality Table at a 7% interest rate;
and
4. Section 6(d)(i)(F)(ii) of the Employment Agreement is deleted and
replaced with the following language:
(ii) for the remainder of the Employment Period, or such longer period
as any plan, program, practice or policy may provide, the Company shall continue
benefits to the Employee and/or the Employee's family at least equal to those
which would have been provided to them as if the Employee's employment had not
been terminated, in accordance with the most favorable employee benefit plans)
of the Company and its subsidiaries (including health insurance and life
insurance) during the ninety-day period immediately preceding the Effective Date
or, if more favorable to the Employee, as in effect at any time thereafter with
respect to other key employees and their families, and for purposes of
eligibility for retiree benefits pursuant to such employee welfare benefit
plans, the Employee shall be considered to have remained employed until the end
of the Employment Period and to have retired on the last day of such period; and
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5. This Amendment to the Employment Agreement shall be effective as of the
date hereof. The Employment Agreement shall continue in full force and effect
and, except as otherwise expressly amended hereby, is reaffirmed in all
respects.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of November 1, 2006.
DATED: CAMBREX CORPORATION
November 1, 2006 By:
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Chairman, President and
Chief Executive Officer
DATED: EMPLOYEE
November 1, 2006 ----------------------------------------
