{"id":38956,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-barr-laboratories-inc-and-carole.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-barr-laboratories-inc-and-carole","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-barr-laboratories-inc-and-carole.html","title":{"rendered":"Employment Agreement &#8211; Barr Laboratories Inc. and Carole Ben-Maimon"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n         AGREEMENT dated as of the January 10, 2001 between Barr Laboratories,\nInc., a New York corporation having its principal executive offices at 300\nCorporate Drive, Building #10, Bradley Corporate Park, Blauvelt, New York 10913\n(the \"Company\"), and Carole Ben-Maimon (the \"Employee\").\n\n                                   WITNESSETH:\n\n         WHEREAS, the Company wishes to assure itself of the services of the\nEmployee and provide an inducement for the Employee to enter into its employ;\nand\n\n         WHEREAS, the Employee is willing to serve in the employ of the Company\nfor the period and on the other terms and conditions hereafter set forth;\n\n         NOW, THEREFORE, the Company and the Employee hereby agree as follows:\n\n1.       Employment.  The Company agrees to employ the Employee, and the\nEmployee agrees to enter into and remain in the employ of the Company, during\nthe term of this Agreement and on the other terms and conditions hereafter set\nforth.\n\n2. Term. The term of this Agreement shall commence on January 29, 2001 (the\n\"Commencement Date\") and shall terminate at the close of business on the third\nanniversary of the Commencement Date unless sooner terminated in accordance with\nthe terms of this Agreement or extended as hereinafter provided. The term of\nthis Agreement shall be extended, without further action by the Company or the\nEmployee, on the date (the \"Extension Effective Date\") which is six months\nbefore the third anniversary of the Commencement Date and on the date (also an\n\"Extension Effective Date\") which is six months before each subsequent\nanniversary of the Commencement Date, for successive periods of twelve months\neach, unless either party shall have given written notice to the other party, in\nthe manner set forth in paragraph 8(e) or (f) below, prior to the Extension\nEffective Date in question, that the term of this Agreement that is in effect at\nthe time such written notice is given is not to be extended or further extended,\nas the case may be.\n\n3.       Positions and Responsibilities; Place of Performance.\n\n                  (a) Throughout the term of this Agreement, the Employee agrees\nto enter into and remain in the employ of the Company, and the Company agrees to\nemploy the Employee, as the President of Barr Research, reporting to the\nChairman and Chief Executive Officer of the Company (the \"CEO\"). As the\nPresident of Barr Research, the Employee shall be responsible for directing,\nmanaging and overseeing all new proprietary drug discovery and development\nstudies and activities, including clinical trials and medical affairs and\nregulatory affairs related to such activities, and for performing such other\nreasonable duties, consistent with the position of President of Barr Research,\nas\n   2\nmay lawfully be assigned to her by the CEO or the Board of Directors of the\nCompany (the \"Board\").\n\n                  (b) In connection with her employment by the Company, the\nEmployee shall be based in the metropolitan Philadelphia, Pennsylvania area but\nagrees to travel, to the extent reasonably necessary to perform her duties and\nobligations under this Agreement, to Company facilities and other destinations\nin Blauvelt, New York and elsewhere.\n\n                  (c) During the term of this Agreement, the Employee shall\nserve the Company on an exclusive basis and shall devote all her business time,\nattention, skill and efforts to the faithful performance of her duties\nhereunder; provided that the Employee may engage in community service and\ncharitable activities that do not interfere with the performance of her duties\nand responsibilities hereunder and, provided further, that the Employee may\ncontinue to serve as the Chairperson of the Generic Pharmaceutical Association\nduring the first 18 months of the term of this Agreement.\n\n                  (d) During the term of this Agreement, the Company agrees to\nuse reasonable efforts to cause the Employee to be elected to the Board, and, if\nso elected, the Employee agrees to serve on the Board without any additional\ncompensation beyond that provided in Section 4 below.\n\n     4. Compensation. For all services rendered by the Employee in any capacity\nduring the term of this Agreement, and for her undertakings with respect to\nconfidential information set forth in paragraph 6 below, the Employee shall be\nentitled to the following:\n\n                  (a) a salary, payable in installments not less frequent than\nmonthly, at the annual rate of three hundred thousand dollars ($300,000.00),\nwith such increases in such rate, if any, as the Compensation Committee of the\nBoard may approve from time to time during the term of this Agreement (the\nannual salary rate as increased from time to time during the term of this\nAgreement being hereafter referred to as the \"Base Salary\");\n\n                  (b) participation in the Company's annual executive incentive\nor bonus plan as in effect from time to time, with the opportunity to receive an\naward in accordance with the terms and conditions of such plan, for each fiscal\nyear of the Company that commences or terminates during the term of this\nAgreement, of up to 40% of the Base Salary earned during such year (or such\nhigher percentage as the Board or a committee of the Board may prescribe from\ntime to time during the term of this Agreement), it being understood that any\naward for the fiscal year of the Company in which the term of this Agreement\ncommences or terminates pursuant to the terms hereof shall be prorated based on\nthe portion of such fiscal year that coincides with the term of this Agreement,\nand that any award for the fiscal year of the Company in which the term of this\nAgreement terminates pursuant to the terms hereof shall be made at the same time\nas awards (if any) are made to other participants with respect to such fiscal\nyear;\n\n\n                                       2\n   3\n                  (c) a sign-on bonus of $270,000 which shall be due and payable\non the Commencement Date, plus an additional payment of $270,000 (the \"Retention\nPayment\") which shall be paid no later than September 30, 2001 and which the\nEmployee agrees to repay to the Company in full if and when the Employee's\nfull-time employment by the Company terminates within the first two years after\nthe Commencement Date for any reason other than (i) death, (ii) a disability\nthat entitles the Employee to Social Security disability benefits (or that will\nentitle the Employee to Social Security disability benefits after any applicable\nwaiting period), (iii) termination of employment by the Company without Good\nCause (as defined in paragraph 5(c) below), or (iv) termination of employment by\nthe Employee for Good Reason (as defined in paragraph 5(d) below);\n\n                  (d) options to purchase a total of 50,000 shares of the\nCompany's common stock, as follows: an option to purchase 10,000 shares at a\npurchase price of $26 per share (the \"$26 Option\"), an option to purchase 10,000\nshares at a purchase price of $41 per share (the \"$41 Option\"), an option to\npurchase 10,000 shares at a purchase price of $65 per share (the \"$65 Option\"),\nand an option to purchase 20,000 shares at the fair market value of such shares\non the Commencement Date (the \"At-Market Option\"; collectively, with the $26\nOption, the $41 Option and the $65 Option, the \"Options\"), subject to the terms\nand conditions of any stock option or stock incentive plan of the Company under\nwhich the Options may be granted, such other terms and conditions consistent\nwith the terms of such plan as the Board or a committee of the Board granting\nthe Options (the Administrator\") may impose, and the following terms and\nconditions:\n\n                           (i) the $26 Option shall become exercisable on\n                  February 15, 2002 if the Employee's full-time employment by\n                  the Company continues until that date; and\n\n                           (ii) the $41 Option shall become exercisable on\n                  February 15, 2003 if the Employee's full-time employment by\n                  the Company continues until that date; and\n\n                           (iii) the $65 Option shall become exercisable on\n                  February 15, 2004 if the Employee's full-time employment by\n                  the Company continues until that date; and\n\n                           (iv) the At-Market Option shall become exercisable on\n                  February 15, 2005 with respect to 10,000 of the shares that\n                  are subject to the At-Market Option if the Employee's\n                  full-time employment by the Company continues until that date,\n                  and on February 15, 2006 with respect to the 10,000 balance of\n                  the shares that are subject to such option if the Employee's\n                  full-time employment by the Company continues until that\n                  latter date; and\n\n                           (v) to the extent not therefore exercisable, the\n                  Options shall become exercisable on the date, if any, on which\n                  a Change in Control (as defined in the Company's 1993 Stock\n                  Incentive Plan as in effect on the\n\n\n                                       3\n   4\n                  date of this Agreement) occurs, if the Employee's full-time\n                  employment by the Company continues until that date, provided\n                  that, if such Change in Control occurs less than six months\n                  after the date on which the option is granted (the \"Grant\n                  Date\"), the Employee agrees in writing (if requested to do so\n                  by the Administrator) to remain in the employ of the Company\n                  or a subsidiary at least through the date which is six months\n                  after the Grant Date with substantially the same title,\n                  duties, authority, reporting relationships and compensation as\n                  on the day immediately preceding such Change in Control; and\n\n                           (vi) the $26 Option, the $41 Option and the $65\n                  Option shall each expire on the eighth anniversary of the\n                  Commencement Date and the At-Market Option shall expire on the\n                  tenth anniversary of the Commencement Date unless the\n                  Employee's employment terminates before the applicable\n                  foregoing expiration date, in which case each Option shall\n                  expire upon such termination of employment or within such\n                  period of time thereafter as the Administrator may specify;\n\n                  (e) the business and personal use of an automobile at Company\nexpense including, without limitation, payment or reimbursement of automobile\ninsurance and maintenance expenses in accordance with the Company's automobile\npolicy applicable to senior officers on the date of this Agreement;\n\n                  (f) participation in all Company health, welfare, savings and\nother employee benefit and fringe benefit plans (including vacation pay plans or\npolicies and life and disability insurance plans) in which other senior officers\nof the Company participate during the term of this Agreement, subject in all\nevents to the terms and conditions of such plans as in effect from time to time.\nNothing in this paragraph (f) shall preclude the Company from amending or\nterminating any such plan at any time. The plans covered by this paragraph (f)\nshall not include the annual incentive or stock option plans, which are covered\nby paragraphs (b) and (d) above; and\n\n                  (g) the Company shall pay, or reimburse the Employee for, the\npremiums she incurs to maintain her current medical malpractice insurance\ncoverage (or equivalent coverage) during the term, such premiums payable or\nreimburseable by the Company in no event to exceed $15,000 per year of the term.\n\n         5.       Termination of Employment.\n\n                  (a) Termination by the Company without Good Cause or by the\nEmployee for Good Reason.\n\n                           (i) If during the term of this Agreement the\nEmployee's employment with the Company is terminated by the Company without Good\nCause or is terminated by the Employee for Good Reason other than at or after\nthe expiration of the term of this Agreement as the same may have been extended\nin accordance with the\n\n\n                                       4\n   5\nprovisions of paragraph 2 above, the Company, subject to compliance by the\nEmployee with the provisions of paragraph 6 below, relating to confidential\ninformation, shall, as liquidated damages, and as additional consideration for\nthe Employee's undertakings under paragraph 6 below, (A) pay the Employee a lump\nsum amount of money equal to 1.5 times the Employee's Base Salary, and (B) if\nsuch employment termination occurs before the Retention Payment referred to in\nparagraph 4(c) above has been paid to the Employee, pay the Retention Payment.\n\n                           (ii) If the term of this Agreement as the same may\nhave been extended in accordance with the provisions of paragraph 2 above is not\nextended or further extended because the Company gives written notice of\nnon-extension to the Employee as provided in paragraph 2 above, and the Company\ndoes not have Good Cause for termination of the Employee's employment at the\ntime of giving such notice, then the Company, subject to fulfillment by the\nEmployee of her obligations under this Agreement during the balance of the term\nand her compliance with the provisions of paragraph 6 below, relating to\nconfidential information, shall, as non-renewal compensation, and as additional\nconsideration for the Employee's undertakings under this Agreement including\nparagraph 6 below, pay the Employee a lump sum amount of money equal to 1.0\ntimes the Employee's Base Salary. The Company shall pay such amount upon the\nexpiration of the term that is in effect at the time the Company gives such\nwritten notice of non-extension to the Employee.\n\n                           (iii) The foregoing provisions of this paragraph 5(a)\nshall be in lieu of any severance pay that may be payable under any plan or\npractice of the Company.\n\n                  (b) Termination by the Company for Good Cause or by the\nEmployee without Good Reason. If, during the term of this Agreement, the\nEmployee's employment by the Company is terminated by the Company for Good Cause\nor by the Employee without Good Reason, the Employee shall not be entitled to\nreceive any compensation under paragraph 4 above acruing after the date of such\ntermination or any payment under paragraph 5(a) above. The provisions of this\nparagraph 6(b) shall be in addition to, and not in lieu of, any other rights and\nremedies the Company may have at law or in equity or under any other provision\nof this Agreement (including without limitation paragraph 4(c) above) in respect\nof such termination of employment.\n\n                  (c) Good Cause Defined. For purposes of this Agreement, the\nCompany shall have \"Good Cause\" to terminate the Employee's employment during\nthe term of this Agreement if:\n\n                           (i) the Employee fails to substantially perform her\nduties hereunder for any reason or fails to devote substantially all her\nbusiness time exclusively to the affairs of the Company, and such failure is not\ndiscontinued within a reasonable period of time, in no event to exceed 30 days,\nafter the Employee receives written notice from the Company of such failure; or\n\n\n                                       5\n   6\n                           (ii) the Employee commits an act of dishonesty\nresulting or intended to result directly or indirectly in gain or personal\nenrichment at the expense of the Company; or\n\n                           (iii) the Employee is grossly negligent or engages in\nwillful misconduct or insubordination in the performance of her duties\nhereunder; or\n\n                           (iv) the Employee breaches her obligations under\nparagraph 6 below, relating to confidential information.\n\n                  (d) Good Reason Defined. For purposes of this Agreement, the\nEmployee shall have \"Good Reason\" to terminate her employment during the term of\nthis Agreement only if:\n\n                           (i) the Company fails to provide compensation or\nbenefits that the Company is obligated to provide under paragraph 4 above and\nthe failure is not remedied within 30 days after the Company receives written\nnotice from the Employee of such failure; or\n\n                           (ii) the Company assigns the Employee duties,\nresponsibilities or reporting relationships not contemplated by paragraph 3\nabove without her consent, or limits her duties or responsibilities contemplated\nby paragraph 3 above in any respect materially detrimental to her, and in either\ncase the situation is not remedied within 30 days after the Company receives\nwritten notice from the Employee of the situation; or\n\n                           (iii) she is removed from, or not elected or\nreelected to, the position of President of Barr Research, or the Board, and the\nCompany does not have Good Cause for doing so; or\n\n                           (iv) the Company relocates her office outside of a\nforty (40) mile radius from her residence on the date of this Agreement without\nher consent and the situation is not remedied within 30 days after the Company\nreceives written notice from the Employee of the situation.\n\n         6. Confidential Information. The Employee agrees not to disclose,\neither while in the Company's employ or at any time thereafter, to any person\nnot employed by the Company, or not engaged to render services to the Company,\nexcept with the prior written consent of an authorized officer of the Company or\nas necessary or appropriate for the performance of her duties hereunder, any\nconfidential information obtained by her while in the employ of the Company,\nincluding, without limitation, information relating to any of the inventions,\nprocesses, formulae, plans, devices, compilations of information, research,\nmethods of distribution, suppliers, customers, client relationships, marketing\nstrategies or trade secrets of the Company or any subsidiary thereof; provided,\nhowever, that this provision shall not preclude the Employee from use or\ndisclosure of information known generally to the public or of information not\nconsidered confidential by persons engaged in the businesses conducted by the\nCompany or any subsidiary thereof, or from\n\n\n                                       6\n   7\ndisclosure required by law or court order. The Employee also agrees that upon\nleaving the Company's employ she will not take with her, without the prior\nwritten consent of an authorized officer of the Company, and she will surrender\nto the Company, any record, list, drawing, blueprint, specification or other\ndocument or property of the Company or any subsidiary thereof, together with any\ncopy or reproduction thereof, mechanical or otherwise, which is of a\nconfidential nature relating to the Company or any subsidiary thereof, or\nwithout limitation, relating to its or their methods of distribution, suppliers,\ncustomers, client relationships, marketing strategies or any description of any\nformulae or secret processes, or which was obtained by him or entrusted to her\nduring the course of her employment with the Company.\n\n         7.       Severability\n\n                  (a) In the event that any provision of this Agreement shall be\ndetermined to be invalid or unenforceable for any reason, the remaining\nprovisions of this Agreement not so invalid or unenforceable shall be unaffected\nthereby and shall remain in full force and effect to the fullest extent\npermitted by law; and\n\n                  (b) Any provision of the Agreement which may for any reason be\ninvalid or unenforceable in any jurisdiction shall remain in effect and be\nenforceable in any jurisdiction in which such provision shall be valid and\nenforceable.\n\n         8. General Provisions.\n\n                  (a) No right or interest to or in any payments to be made\nunder this Agreement shall be subject to anticipation, alienation, sale,\nassignment, encumbrance, pledge, charge or hypothecation or to execution,\nattachment, levy or similar process, or assignment by operation of law. All\npayments to be made by the Company hereunder, including the sign-on bonus and\nRetention Payment referred to in paragraph 4(c) above, shall be subject to the\nwithholding of such amounts as the Company may determine it is required to\nwithhold under the laws or regulations of any governmental authority, whether\nforeign, federal, state or local.\n\n                  (b) To the extent that the Employee acquires a right to\nreceive payments from the Company under this Agreement, such right shall be no\ngreater than the right of an unsecured general creditor of the Company. All\npayments to be made hereunder shall be paid from the general funds of the\nCompany and no special or separate fund shall be established and no segregation\nof assets shall be made to assure payment of any amount hereunder.\n\n                  (c) This Agreement shall be governed by and construed and\nenforced in accordance with the laws of the State of New York, without giving\neffect to the principles of conflicts of laws of that State.\n\n\n                                       7\n   8\n                  (d) This Agreement shall be binding upon and inure to the\nbenefit of the Company, its successors and assigns, and the Employee, her heirs,\ndevisees, distributees and legal representatives.\n\n                  (e) Any notice or other communication to the Company pursuant\nto any provision of this Agreement shall be given in writing and will be deemed\nto have been delivered:\n\n                           (i) when delivered in person to the Corporate\nSecretary or Chief Executive Officer of the Company; or\n\n                           (ii) one week after it is deposited in the United\nStates certified or registered mail, postage prepaid, addressed to the Corporate\nSecretary of the Company at 300 Corporate Drive, Building #10, Bradley Corporate\nPark, Blauvelt, New York 10913 or at such other address of which the Company may\nfrom time to time give the Employee written notice in accordance with paragraph\n8(f) below.\n\n                  (f) Any notice or other communication to the Employee pursuant\nto any provision of the Agreement shall be given in writing and will be deemed\nto have been delivered:\n\n                           (i) when delivered to the Employee in person, or\n\n                           (ii) one week after it is deposited in the United\nStates certified or registered mail, postage prepaid, addressed to the Employee\nat her address as it appears on the records of the Company or at such other\naddress of which the Employee may from time to time give the Company written\nnotice in accordance with paragraph 8(e) above.\n\n                  (g) No provision of this Agreement may be amended, modified or\nwaived unless such amendment, modification or waiver shall be agreed to in a\nwriting signed by the Employee and an authorized officer of the Company.\n\n                  (h) This instrument contains the entire agreement of the\nparties relating to the subject matter of this Agreement and supersedes and\nreplaces all prior agreements and understandings with respect to such subject\nmatter, and the parties have made no agreements, representations or warranties\nrelating to the subject matter of this Agreement which are not set forth herein.\n\n\n                                       8\n   9\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n                                             BARR LABORATORIES, INC.\n\n\n                                             By: BRUCE DOWNEY\n\n[SEAL]\n\nAttest:\n\n\n-----------------------\nSecretary\n\n                                             CAROLE S. BEN-MAIMON\n                                             Employee\n\n\n                                       9\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6859],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9539,9544],"class_list":["post-38956","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-barr-laboratories-inc","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38956","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38956"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38956"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38956"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38956"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}