{"id":38957,"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-carole2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-barr-laboratories-inc-and-carole2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-barr-laboratories-inc-and-carole2.html","title":{"rendered":"Employment Agreement &#8211; Barr Laboratories Inc. and Carole Ben-Maimon"},"content":{"rendered":"<pre>                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n\n         AGREEMENT dated as of the 19th day of August, 2002 between Barr\nLaboratories, Inc., a New York corporation having its principal executive\noffices at 300 Corporate Drive, Building #10, Bradley Corporate Park, Blauvelt,\nNew York 10913 (the \"Company\"), on its own behalf and on behalf of its\nsubsidiary BRL Incorporated, a Delaware corporation doing business in\nPennsylvania as Barr Research (\"Barr Research\"), as a third party beneficiary of\nthis Agreement (the Company and\/or Barr Research being hereafter referred to as\nthe \"Corporation\"), and Carole Ben-Maimon (the \"Employee\").\n\n                                   WITNESSETH:\n\n         WHEREAS, the Company and the Employee entered into an employment\nagreement dated as of January 10, 2001 (the \"Employment Agreement\"); and\n\n         WHEREAS, the Company and the Employee wish to amend and restate the\nEmployment Agreement in its entirety;\n\n         NOW, THEREFORE, the Company and the Employee hereby agree that,\neffective as of August 19, 2002, the Employment Agreement is amended and\nrestated in its entirety to read as follows:\n\n         1. Employment. The Corporation agrees to employ the Employee, and the\nEmployee agrees to remain in the employ of the Corporation, during the term of\nthis Agreement and on the other terms and conditions hereafter set forth.\n\n         2. Term. The term of this Agreement shall commence on August 19, 2002\n(the \"Commencement Date\") and shall terminate at the close of business on the\nthird anniversary of the Commencement Date unless sooner terminated in\naccordance with the terms of this Agreement or extended as hereinafter provided.\nThe term of this Agreement shall be extended, without further action by the\nCompany or the Employee, on the date (the \"Extension Effective Date\") which is\nsix months before the third anniversary of the Commencement Date and on the date\n(also an \"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 13(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. Examples that illustrate the intended operation of the\npreceding sentence appear in the Appendix to this Agreement.\n\n         3. Positions and Responsibilities; Place of Performance.\n\n            (a) Throughout the term of this Agreement, the Employee agrees to\nremain in the employ of the Corporation, and the Corporation agrees to employ\nthe\n\nEmployee, as the President of Barr Research, reporting to the Chairman and Chief\nExecutive Officer of the Company (the \"CEO\"). As the President of Barr Research,\nthe Employee shall be responsible for directing, managing and overseeing all new\nproprietary drug discovery and development studies and activities, including\nclinical trials and medical affairs and regulatory affairs related to such\nactivities, and shall have all of the powers, authority, duties and\nresponsibilities she has had prior to the Commencement Date and such other\nreasonable duties, consistent with the position of President of Barr Research,\nas may be lawfully assigned to her by the CEO or the Board of Directors of the\nCompany (the \"Board\"). The Company agrees to use reasonable efforts to secure\nthe Employee's election as a member of the Board during the term of this\nAgreement, and the Employee agrees to serve as such without additional\ncompensation beyond that provided in this Agreement.\n\n            (b) In connection with her employment by the Corporation, 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\nelsewhere.\n\n            (c) During the term of this Agreement, the Employee shall serve the\nCorporation 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 and, with the approval of the Board, may serve as a member\nof the board of directors of other companies (and retain remuneration for such\nservice) if such activities and service do not materially interfere with the\nperformance of her duties and responsibilities hereunder and, provided further,\nthat the Employee may continue to serve as the Chairperson of the Generic\nPharmaceutical Association during the first 18 months of the term of this\nAgreement.\n\n         4. Compensation. For all services rendered by the Employee in any\ncapacity during the term of this Agreement, and for her undertakings with\nrespect to confidential information, non-solicitation and disparaging remarks\nset forth in sections 6 and 7 below, the Employee shall be entitled to the\nfollowing:\n\n            (a) a salary, payable in installments not less frequent than\nmonthly, at the annual rate of four hundred thousand dollars ($400,000), with\nsuch increases in such rate, if any, as the Compensation Committee of the Board\nmay approve from time to time during the term of this Agreement in accordance\nwith the Company's regular administrative practices applicable to senior\nofficers from time to time during the term of this Agreement (the annual salary\nrate as increased from time to time during the term of this Agreement being\nhereafter referred to as the \"Base Salary\");\n\n            (b) participation in the Company's annual executive incentive or\nbonus 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 50%\n\n                                  page 2 of 19\n\nof the Base Salary earned during such year (or such higher percentage as the\nBoard or a committee of the Board may allow from time to time during the term of\nthis Agreement), it being understood that any award for the fiscal year of the\nCompany in which the term of this Agreement terminates pursuant to the terms\nhereof shall be prorated based on the portion of such fiscal year that coincides\nwith the term of this Agreement and shall be made at the same time as awards (if\nany) are made to other participants with respect to such fiscal year. The\nEmployee recognizes and agrees that the Board may defer the payment of any\nportion of her annual bonus to the extent that, and for such period of time as,\nmay be reasonably necessary to avoid a loss of the Company's tax deduction with\nrespect to such portion of his annual bonus under section 162(m) of the Internal\nRevenue Code. Any such deferred amount shall be non-forfeitable, shall\nconstitute an unfunded, unsecured obligation of the Company, and until paid\nshall be deemed invested in such hypothetical investments as the Employee may\nselect from among the hypothetical investment options that are available from\ntime to time during the deferral period under the Company's excess 401(k) plan\nor, if no such investment options are available at the time in question under\nthat plan, then from among the same hypothetical investment options that are\navailable under such plan on the date of this Agreement or a reasonable\nfacsimile thereof;\n\n            (c) participation in the Company's stock incentive plan as from time\nto time in effect, subject to the terms and conditions of such plan;\n\n            (d) the business and personal use of an automobile at Corporation\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 Commencement Date;\n\n            (e) participation in all Company health, welfare, savings and other\nemployee benefit and fringe benefit plans (including vacation pay plans or\npolicies and life and disability insurance plans) in which other senior officers\nof the Corporation 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 (e) shall preclude the Corporation from amending or\nterminating any such plan at any time. The plans covered by this paragraph (e)\nshall not include the annual incentive or stock incentive plans, which are\ncovered by paragraphs (b) and (c) above; and\n\n            (f) the Corporation 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 Corporation in no event to exceed $15,000 per year of the\nterm.\n\n         5. Termination of Employment.\n\n            (a) Termination by the Company without Good Cause or by the Employee\nfor Good Reason.\n\n                                  page 3 of 19\n\n                (i) If the Employee's employment with the Company and its\nsubsidiaries is terminated by the Company without Good Cause or is terminated by\nthe Employee for Good Reason during the term of this Agreement and other than at\nor after the expiration of the term of this Agreement as the same may have been\nextended in accordance with the provisions of section 2 above (any such\nemployment termination being hereafter referred to as a \"Compensable\nTermination\"), the Company shall pay the Employee the portion of her Base Salary\naccrued through the date of the Compensable Termination and any other amounts to\nwhich she is entitled by law or pursuant to the terms of any compensation or\nbenefit plan or arrangement in which she participated prior to the Compensable\nTermination and, in addition, subject to compliance by the Employee with the\nprovisions of sections 6 and 7 below, relating to confidential information,\nnon-solicitation and disparaging remarks, the Company shall, as liquidated\ndamages or severance pay or both (whichever characterization(s) will serve to\nvalidate the payments), and as additional consideration for the Employee's\nundertakings under sections 6 and 7 below, pay the Employee the following:\n\n                    (A) her annual bonus for the fiscal year of the Company\npreceding the fiscal year of the Company in which the Compensable Termination\noccurs, if unpaid at the time of the Compensable Termination, the amount of such\nbonus to be determined by the Compensation Committee of the Board on a basis\nconsistent with its prior bonus determinations with respect to the Employee\nduring the term of this Agreement and, in the event a Change in Control or\nPotential Change in Control (as defined in section 11 below) occurred before the\nCompensable Termination, consistent with its bonus determinations with respect\nto the Employee prior to the Change in Control or Potential Change in Control;\n\n                    (B) a prorated annual bonus for the fiscal year of the\nCompany in which the Compensable Termination occurs, such prorated annual bonus\nto be determined by multiplying the \"Applicable Average Bonus\" as defined below\nin this subparagraph 5(a)(i)(B) by a fraction the numerator of which shall be\nthe number of days elapsed in such fiscal year through (and including) the date\non which the Compensable Termination occurs and the denominator of which shall\nbe the number 365. For purposes of this Agreement, the \"Applicable Average\nBonus\" means the higher of (I) the average annual bonus (including any deferred\nbonus) awarded to the Employee during the three year period immediately\npreceding the Compensable Termination or, if the Employee was employed by the\nCorporation for less than three years before the Compensable Termination, during\nthe period of her employment by the Corporation prior to the Compensable\nTermination, or (II) the average annual bonus (including any deferred bonus)\nawarded to the Employee during the three fiscal years of the Company preceding\nthe fiscal year in which the Compensable Termination occurs or during the\nportion of such three fiscal years in which she was employed by the Corporation;\nprovided that, if the Compensable Termination occurs after a Change in Control\nor Potential Change in Control, the Applicable Average Bonus shall not be less\nthan the average annual bonus (including any deferred bonus) awarded to the\nEmployee during the three years preceding the date on which the Change in\nControl or Potential Change in Control occurred or\n\n                                  page 4 of 19\n\nduring the portion of such three years in which she was employed by the\nCorporation; and\n\n                    (C) an amount of money (the \"Severance Payment\") equal to\ntwo and one-half (2-1\/2) times the Employee's \"Annual Cash Compensation\" as\nhereafter defined, unless the Severance Payment is payable solely on account of\nthe Employee's resignation for Good Reason pursuant to subparagraph 5(d)(v)\nbelow (relating to the Company's giving the Employee notice of non-extension),\nin which case the Severance Payment shall be equal to one and one-quarter\n(1-1\/4) times the Employee's \"Annual Cash Compensation\" as hereafter defined.\nExcept as otherwise provided hereafter in this subparagraph 5(a)(i)(C), sixty\npercent (60%) of the Severance Payment shall be paid in a lump sum within ten\ndays after the date of the Compensable Termination. The forty percent (40%)\nbalance of the Severance Payment shall be paid in twelve (12) equal monthly\ninstallments one of which shall be paid at the end of each of the first twelve\n(12) months after the date of the Compensable Termination, provided, in the case\nof each of such 12 installments, that the Employee has not accepted full-time or\nregular part-time employment with or regularly served as a consultant to a\nfor-profit pharmaceutical company prior to the date for payment of such\ninstallment, it being understood and agreed that the foregoing condition shall\nnot be violated by the Employee's serving as a member of a board of directors of\na for-profit pharmaceutical company or by her performing consulting services on\nan ad hoc basis for such a company. If a Change in Control or Potential Change\nin Control as defined in section 11 below occurs (either before or after the\nCompensable Termination), the Severance Payment (or, in the case of a Change in\nControl or Potential Change in Control that occurs after the Compensable\nTermination, any portion thereof that remains unpaid at the time such Change in\nControl or Potential Change in Control occurs) shall be paid in a lump sum\nwithin ten days after the Compensable Termination (or, in the case of a Change\nin Control or Potential Change in Control that occurs after the Compensable\nTermination, within ten days after the Change in Control or Potential Change in\nControl occurs), and the two preceding sentences of this subparagraph shall not\napply. In addition, if the Severance Payment is payable solely on account of the\nEmployee's resignation for Good Reason pursuant to subparagraph 5(d)(v) below\n(relating to the Company's giving the Employee notice of non-extension), the\nSeverance Payment shall be paid in a lump sum within ten days after the Employee\nresigns for such Good Reason, and the second and third preceding sentences of\nthis subparagraph shall not apply. During the 18 month period following a\nCompensable Termination, the Company shall also provide the Employee with COBRA\ncoverage at its expense. For purposes of this section 5, the Employee's \"Annual\nCash Compensation\" shall mean the sum of (I) the Employee's highest Base Salary\n(i.e., one year's salary at its highest rate), plus (II) the \"Applicable Average\nBonus\" as defined in subparagraph 5(a)(i)(B) above.\n\n                (ii) If the term of this Agreement as the same may have been\nextended in accordance with the provisions of section 2 above is not extended or\nfurther extended because the Company gives written notice of non-extension to\nthe Employee as provided in section 2 above, and the Company does not have Good\nCause for termination of the Employee's employment at the time of giving such\nnotice, and the Employee does\n\n                                  page 5 of 19\n\nnot thereafter resign for Good Reason during the term of this Agreement as\npermitted by paragraph 5(d)(v) below, then the Company, subject to fulfillment\nby the Employee of her obligations under this Agreement during the balance of\nthe term and her compliance with the provisions of sections 6 and 7 below,\nrelating to confidential information, non-solicitation and disparaging remarks,\nshall, as non-renewal compensation, and as additional consideration for the\nEmployee's undertakings under this Agreement including sections 6 and 7 below,\npay the Employee an amount of money (the \"Non-Renewal Payment\") equal to the\nEmployee's Annual Cash Compensation as defined in subparagraph 5(a)(i)(C) above,\nin addition to any other amounts to which the Employee may be entitled hereunder\n(including without limitation her annual bonus pursuant to paragraph 4(b) above\nfor the fiscal year of the Company in which her employment terminates and any\namounts to which she may be entitled under section 8, 9 or 10 below) or by law\nor pursuant to the terms of any compensation or benefit plan or arrangement in\nwhich she participated before her employment terminated. The Non-Renewal Payment\nshall be paid in a lump sum within ten days after the date on which the\nEmployee's employment terminates. During the 18 month period following the\ntermination of her employment, the Company shall also provide the Employee with\nCOBRA coverage at its expense.\n\n                (iii) The foregoing provisions of (including any payments under)\nthis paragraph 5(a) shall be in lieu of any severance pay that may be payable\nunder any plan or practice of the Corporation, but shall be in addition to (and\nnot in lieu of) any payments to which the Employee may be entitled under\nsections 8, 9 and 10 below. Subparagraphs 5(a)(i) and 5(a)(ii) above are\nintended to be mutually exclusive, and in no event shall such subparagraphs,\neither individually or collectively, be construed to require the Company to pay\nan amount of money in excess of two and one-half (2-1\/2) times the Employee's\nAnnual Cash Compensation under such subparagraphs, either individually or\ncollectively. The Employee shall not be required to mitigate the amount of any\npayment or benefit provided for in this Agreement (including but not limited to\nany payment provided for above in this paragraph 5(a)) by seeking other\nemployment or otherwise, nor shall any compensation earned by the Employee in\nother employment or otherwise reduce the amount of any payment or benefit\nprovided for in this Agreement.\n\n            (b) Termination by the Company for Good Cause or by the Employee\nwithout Good Reason. If, during the term of this Agreement, the Employee's\nemployment by the Company and its subsidiaries is terminated by the Company for\nGood Cause or by the Employee without Good Reason, the Employee shall not be\nentitled to receive any compensation under section 4 above accruing after the\ndate of such termination or any payment under paragraph 5(a) above. However, the\nCompany's obligations under sections 8, 9 and 10 shall not be affected by such\ntermination of employment. The provisions of this paragraph 6(b) shall be in\naddition to, and not in lieu of, any other rights and remedies the Corporation\nmay have at law or in equity or under any other provision of this Agreement in\nrespect of such termination of employment. However, if during the term of this\nAgreement the Employee's employment is terminated by the Employee without Good\nReason and the Employee gives the Company at least 120 days' advance notice of\nsuch termination, then the Employee shall not have any\n\n                                  page 6 of 19\n\nobligation or liability to the Corporation under this Agreement in respect of\nsuch termination of employment, but her obligations under Section 6 and 7 hereof\nand the next sentence shall not be affected by such termination of employment.\nIf the Employee's full-time employment by the Company and its subsidiaries is\nterminated on or before January 29, 2003 for any reason other than (i) death,\n(ii) a disability that entitles the Employee to Social Security disability\nbenefits (or that will entitle the Employee to Social Security disability\nbenefits after any applicable waiting period), (iii) termination of employment\nby the Company without Good Cause (as defined in paragraph 5(c) below) or (iv)\ntermination of employment by the Employee for Good Reason (as defined in\nparagraph 5(d) below), the Employee shall repay to the Company the Retention\nPayment that she received pursuant to paragraph 4(c) of the Employment Agreement\nas in effect prior to its amendment and restatement hereby.\n\n            (c) Good Cause Defined. For purposes of this Agreement, the Company\nshall have \"Good Cause\" to terminate the Employee's employment during the term\nof this Agreement only if:\n\n                (i) the Employee fails to substantially perform her duties\nhereunder for any reason or fails to devote substantially all her business time\nexclusively to the affairs of the Corporation or fails to obtain the consent of\nthe Board to her service on the board of directors of another company, and such\nfailure is not discontinued within a reasonable period of time, in no event to\nexceed 30 days, after the Employee receives written notice from the Corporation\nof such failure; or\n\n                (ii) the Employee commits an act of dishonesty resulting or\nintended to result directly or indirectly in gain or personal enrichment at the\nexpense of the Corporation; or\n\n                (iii) the Employee is grossly negligent or engages in willful\nmisconduct or insubordination in the performance of her duties hereunder; or\n\n                (iv) the Employee materially breaches her obligations under\nsection 6 or paragraph 7(a) below, relating to confidential information and\nnon-solicitation.\n\nAny foregoing provision of this paragraph 5(c) to the contrary notwithstanding,\nthe Company shall not have \"Good Cause\" to terminate the Employee's employment\nwithin three years after a Change in Control or Potential Change in Control (as\nsuch terms are defined in section 11 below) unless (A) the Employee's act or\nomission is willful and has a material adverse effect upon the Company, (B) the\nBoard of Directors gives the Employee (I) written notice warning of its\nintention to terminate the Employee for Good Cause if the specified act or\nomission alleged to constitute Good Cause is not discontinued and, if curable,\ncured, and (II) a reasonable opportunity after receipt of such written notice,\nbut in no event less than two weeks, to discontinue and, if curable, cure the\nconduct alleged to constitute Good Cause, and (C) the Employee fails to\ndiscontinue and, if curable, cure the act or omission in question; provided that\nclauses (B) and (C) of\n\n                                  page 7 of 19\n\nthis sentence shall not apply with respect to misconduct on the part of the\nEmployee that constitutes a felony in the jurisdiction in which the Employee\nengages in such misconduct, and, provided further, that this sentence shall not\napply to conduct involving moral turpitude. For all purposes of this Agreement,\nno act, or failure to act, on the Employee's part shall be deemed \"willful\"\nunless done, or omitted to be done, by her intentionally and in bad faith (i.e.,\nwithout reasonable belief that her action or omission was in furtherance of the\ninterests of the Company or a subsidiary of the Company).\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 Corporation fails to pay or provide any amount or\nbenefit that the Corporation is obligated to pay or provide under section 4\nabove or section 8, 9 or 10 below and the failure is not remedied within 30 days\nafter the Company receives written notice from the Employee of such failure; or\n\n                (ii) the Corporation assigns the Employee duties,\nresponsibilities or reporting relationships not contemplated by section 3 above\nwithout her consent, or limits her duties or responsibilities or power or\nauthority contemplated by section 3 above in any respect materially detrimental\nto her, and in either case the situation is not remedied within 30 days after\nthe Company receives written notice from the Employee of the situation; or\n\n                (iii) she is removed from, or not elected or reelected to, the\nBoard or the office, title or position of President of Barr Research, and the\nCompany does not have Good Cause for doing so; or\n\n                (iv) the Corporation relocates her office outside of a forty\n(40) mile radius from her residence on the date of this Agreement without her\nwritten consent (given in a personal rather than representative capacity), and\nthe situation is not remedied within 30 days after the Company receives written\nnotice from the Employee of the situation; or\n\n                (v) the Company gives the Employee written notice, in the manner\nset forth in paragraph 13(e) or (f) below, prior to any Extension Effective\nDate, that the term of this Agreement that is in effect at the time such written\nnotice is given is not to be extended or further extended, as the case may be;\nprovided that the giving of such written notice to the Employee shall constitute\nGood Reason only if and when the Employee shall have performed such of her\nduties and responsibilities for such period of time, in no event to exceed\nninety (90) days after the giving of such notice, as the CEO or the Board may\nreasonably request in writing to transition her duties and responsibilities; or\n\n                                  page 8 of 19\n\n                (vi) a Change in Control occurs and as a result thereof either\n(A) equity securities of the Company cease to be publicly-traded, or (B) the\nEmployee is not elected or designated to serve as the sole President of Barr\nResearch; or\n\n                (vii) a Change in Control or Potential Change in Control occurs\nand (A) the dollar value of the stock optioned to the Employee annually\nthereafter is less than the average annual dollar value of the stock that was\noptioned to the Employee during the four years prior to the Change in Control or\nPotential Change in Control, or (B) the material terms of such options\n(including without limitation vesting schedules) are less favorable to the\nEmployee than the material terms of the options that were granted to the\nEmployee during the four years prior to the Change in Control or Potential\nChange in Control, and in either case (A) or (B) the situation is not remedied\nwithin 30 days after the Company receives written notice from the Employee of\nthe situation.\n\nIn no event shall the Employee's continued employment after any of the foregoing\nconstitute her consent to the act or omission in question, or a waiver of her\nright to terminate her employment for Good Reason hereunder on account of such\nact or omission.\n\n         6. Confidential Information. The Employee agrees not to disclose,\neither while in the Corporation's employ or at any time thereafter, to any\nperson not employed by the Company or a subsidiary of the Company, or not\nengaged to render services to the Company or a subsidiary of the Company, except\nwith the prior written consent of an authorized officer of the Company or as\nnecessary or appropriate for the performance of her duties hereunder, any\nconfidential information obtained by her while in the employ of the Corporation,\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 disclosure required by law or court\norder. The Employee also agrees that upon leaving the Corporation's employ she\nwill not take with her, without the prior written consent of an authorized\nofficer of the Company, and she will surrender to the Company, any record, list,\ndrawing, blueprint, specification or other document or property of the Company\nor any subsidiary thereof, together with any copy or reproduction thereof,\nmechanical or otherwise, which is of a confidential nature relating to the\nCompany or any subsidiary thereof, or without limitation, relating to its or\ntheir methods of distribution, suppliers, customers, client relationships,\nmarketing strategies or any description of any formulae or secret processes, or\nwhich was obtained by her or entrusted to her during the course of her\nemployment with the Corporation.\n\n                                  page 9 of 19\n\n         7. Restrictive Covenants\n\n            (a) Non-Solicitation. Employee covenants and agrees that, during her\nemployment by the Corporation and during the one year period immediately\nfollowing the termination of her employment with the Corporation for any reason\n(including, without limitation, a termination of employment by the Company\nwithout cause and a voluntary termination of employment by the Employee, in\neither case whether during the term of this Agreement, at the expiration of the\nterm of this Agreement or at any time thereafter), she will not solicit or\nattempt to persuade any employee of the Company, its subsidiaries or affiliates\n(except the Employee's personal secretary or administrative assistant), or any\nother person who performs services for the Company, its subsidiaries or\naffiliates at the time the Employee's employment terminates or at any time\nwithin one year thereafter, to terminate or reduce or refrain from engaging in\nhis or her employment or other service relationship with the Company, its\nsubsidiaries or affiliates; provided, however, that responding to inquiries from\nany such employees or other persons that are not initiated by the Employee, and\nsubsequently hiring such employees or other persons following the termination of\ntheir employment with the Company, its subsidiaries and affiliates shall be\npermitted.\n\n            (b) Specific Enforcement. Employee recognizes and agrees that, by\nreason of her knowledge, experience, skill and abilities, her services are\nextraordinary and unique, that the breach or attempted breach of any of the\nrestrictions set forth above in this section 7 will result in immediate and\nirreparable injury for which the Corporation will not have an adequate remedy at\nlaw, and that the Corporation shall be entitled to a decree of specific\nperformance of those restrictions and to a temporary and permanent injunction\nenjoining the breach thereof, and to seek any and all other remedies to which\nthe Corporation may be entitled, including, without limitation, monetary\ndamages, without posting bond or furnishing security of any kind.\n\n            (c) Restrictions Reasonable. Employee specifically and expressly\nrepresents and warrants that (i) she has reviewed and agreed to the restrictive\ncovenants contained in this section 7 and their contemplated operation after\nreceiving the advice of counsel of her choosing; (ii) she believes, after\nreceiving such advice, that the restrictive covenants and their contemplated\noperation are fair and reasonable; (iii) she will not seek or attempt to seek to\nhave the restrictive covenants declared invalid, and, after receiving the advice\nof counsel, expressly waives any right to do so; and (iv) if the full breadth of\nany restrictive covenant and\/or its contemplated operation shall be held in any\nfashion to be too broad, such covenant or its contemplated operation, as the\ncase may be, shall be interpreted in a manner as broadly in favor of the\nbeneficiary of such covenant as is legally permissible. Employee recognizes and\nagrees that the restrictions on her activities contained in this section 7 are\nrequired for the reasonable protection of the Company and its investments; and\nthat the restriction on his activities set forth in paragraph 7(a) will not\ndeprive the Employee of the ability to earn a livelihood.\n\n            (d) Non-Disparagement. Employee covenants and agrees that, during\nthe one year period immediately following the termination of her employment with\nthe\n\n                                  page 10 of 19\n\nCorporation for any reason (including, without limitation, a termination of\nemployment by the Company without cause and a voluntary termination of\nemployment by the Employee, in either case whether during the term of this\nAgreement, at the expiration of the term of this Agreement or at any time\nthereafter), she will not make disparaging remarks about the Company, its\nsubsidiaries or affiliates or any of their officers, directors or employees,\nunless required by law or reasonably necessary to assert or defend her position\nin a bona fide dispute arising out of or relating to this Agreement or the\nbreach thereof.\n\n            (e) Effect on Termination Payments. The Employee recognizes and\nagrees that the Company shall not be obligated to make any payments provided for\nin paragraph 5(a) above if the Employee violates the provisions of section 6 or\nparagraph 7(a) or 7(d) above during the one year period immediately following\nthe termination for any reason of her employment with the Corporation. In\naddition, the Employee recognizes and agrees that, if the Employee violates such\nprovisions, the Company may recoup any payments the Company may have theretofore\nmade pursuant to paragraph 5(a) above and any payments the Company may\nthereafter make under paragraph 5(a). The foregoing provisions of this paragraph\n7(e) shall be in addition to and not by way of limitation of any other rights\nand remedies the Company may have in respect of the violation in question.\n\n         8. Indemnification\n\n         To the fullest extent permitted by applicable law, the Company shall\nindemnify, defend and hold harmless the Employee from and against any and all\nclaims, demands, actions, causes of action, liabilities, losses, judgments,\nfines, costs and expenses (including reasonable attorneys' fees and settlement\nexpenses) arising from or relating to her service or status as an officer,\ndirector, employee, agent or representative of the Company or any subsidiary of\nthe Company or in any other capacity in which the Employee serves or has served\nat the request of, or for the benefit of, the Company or its subsidiaries. The\nCompany's obligations under this section 8 shall be in addition to, and not in\nderogation of, any other rights the Employee may have against the Company to\nindemnification or advancement of expenses, whether by statute, contract or\notherwise.\n\n         9. Certain Additional Payments by the Company\n\n            (a) Anything in this Agreement (other than the second sentence of\nthis paragraph 9(a)) to the contrary notwithstanding, in the event it shall be\ndetermined that any payment or distribution by the Corporation to or for the\nbenefit of the Employee (whether paid or payable or distributed or distributable\npursuant to the terms of this Agreement or otherwise, but determined without\nregard to any additional payments required under this section 9) (a \"Payment\"),\nwould be subject to the excise tax imposed by Section 4999 of the United States\nInternal Revenue Code (the \"Code\") or any interest or penalties are incurred by\nthe Employee with respect to such excise tax (such excise tax, together with any\nsuch interest and penalties, are hereinafter collectively referred to as the\n\"Excise Tax\"), then the Employee shall be entitled to receive an additional\n\n                                  page 11 of 19\n\npayment (an \"Gross-Up Payment\") in an amount such that after payment by the\nEmployee of all taxes and any benefits that result from the deductibility by the\nEmployee of such taxes (including, in each case, any interest or penalties\nimposed with respect to such taxes), including, without limitation, any income\ntaxes (and any interest and penalties imposed with respect thereto) and Excise\nTax imposed upon the Gross-Up Payment, the Employee retains an amount of the\nGross-Up Payment equal to the Excise Tax imposed upon the Payments. However, if\nit shall be determined that none of the Payments would be subject to the Excise\nTax if the total Payments were reduced in the aggregate by $25,000 or less, then\nin that event the total Payments shall be reduced by the smallest amount (in no\nevent to exceed $25,000 in the aggregate) necessary to ensure that none of the\nPayments will be subject to the Excise Tax. The decision as to which Payments\nshall be so reduced shall be made by the Employee.\n\n            (b) Subject to the provisions of paragraph 9(a) above and 9(c)\nbelow, all determinations required to be made under this section 9, including\nwhether and when a Gross-Up Payment is required and the amount of such Gross-Up\nPayment and the assumptions to be utilized in arriving at such determination,\nand whether Payments are to be reduced pursuant to the second sentence of\nparagraph 9(a) above, shall be made by Deloitte &amp; Touche or such other certified\npublic accounting firm as may be designated by the Employee (the \"Accounting\nFirm\") which shall provide detailed supporting calculations both to the Company\nand the Employee within 15 business days of the receipt of notice from the\nEmployee that there has been a Payment, or such earlier time as is requested by\nthe Company. In the event that the Accounting Firm is serving as accountant or\nauditor for the individual, entity or group effecting the \"change in ownership\nor effective control\" or \"change in the ownership of a substantial portion of\nassets\" (within the meaning of Code section 280G(b)(2)(A)) that gives rise to\nthe Excise Tax, the Employee shall appoint another nationally recognized\naccounting firm to make the determinations required hereunder (which accounting\nfirm shall then be referred to as the Accounting Firm hereunder). All fees and\nexpenses of the Accounting Firm shall be borne solely by the Company. Any\nGross-Up Payment, as determined pursuant to this section 9, shall be paid by the\nCompany to the Employee within five days of the receipt of the Accounting Firm's\ndetermination. Any determination by the Accounting Firm shall be binding upon\nthe Company and the Employee. As a result of the uncertainty in the application\nof Section 4999 of the Code at the time of the initial determination by the\nAccounting Firm hereunder, it is possible that Gross-Up Payments which will not\nhave been made by the Company should have been made (an \"Underpayment\"),\nconsistent with the calculations required to be made hereunder. In the event\nthat the Company exhausts its remedies pursuant to paragraph 9(c) and the\nEmployee thereafter is required to make a payment of any Excise Tax, the\nAccounting Firm shall determine the amount of the Underpayment that has occurred\nand any such Underpayment, along with any penalty and interest imposed with\nrespect to such Underpayment, shall be promptly paid by the Company to or for\nthe benefit of the Employee.\n\n            (c) The Employee shall notify the Company in writing of any claim by\nthe Internal Revenue Service that, if successful, would require either the\npayment by the Company of the Gross-Up Payment or the reduction of Payments\npursuant to the second\n\n                                  page 12 of 19\n\nsentence of paragraph 9(a) above. Such notification shall be given as soon as\npracticable but no later than ten business days after the Employee is informed\nin writing of such claim and shall apprise the Company of the nature of such\nclaim and the date on which such claim is requested to be paid. The Employee\nshall not pay such claim prior to the expiration of the 30-day period following\nthe date on which it gives such notice to the Company (or such shorter period\nending on the date that any payment of taxes with respect to such claim is due).\nIf the Company notifies the Employee in writing prior to the expiration of such\nperiod that it desires to contest such claim, the Employee shall:\n\n                (i) give the Company any information reasonably requested by the\nCompany relating to such claim,\n\n                (ii) take such action in connection with contesting such claim\nas the Company shall reasonably request in writing from time to time, including,\nwithout limitation, accepting legal representation with respect to such claim by\nan attorney reasonably selected by the Company,\n\n                (iii) cooperate with the Company in good faith in order\neffectively to contest such claim, and\n\n                (iv) permit the Company to participate in any proceedings\nrelating to such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold the Employee harmless, on an\nafter-tax basis, for any Excise Tax or income tax (including interest and\npenalties with respect thereto) imposed as a result of such representation and\npayment of costs and expenses. Without limitation on the foregoing provisions of\nthis paragraph 9(c), the Company shall control all proceedings taken in\nconnection with such contest and, at its sole option, may pursue or forgo any\nand all administrative appeals, proceedings, hearings and conferences with the\ntaxing authority in respect of such claim and may, at its sole option, either\ndirect the Employee to pay the tax claimed and sue for a refund or contest the\nclaim in any permissible manner, and the Employee agrees to prosecute such\ncontest to a determination before any administrative tribunal, in a court of\ninitial jurisdiction and in one or more appellate courts, as the Company shall\ndetermine, provided, however, that if the Company directs the Employee to pay\nsuch claim and sue for a refund, the Company shall advance the amount of such\npayment to the Employee, on an interest-free basis and shall indemnify and hold\nthe Employee harmless, on an after-tax basis, from any Excise Tax or income tax\n(including interest or penalties with respect thereto) imposed with respect to\nsuch advance; and further provided that any extension of the statute of\nlimitations relating to payment of taxes for the taxable year of the Employee\nwith respect to which such contested amount is claimed to be due is limited\nsolely to such contested amount. Furthermore, the Company's control of the\ncontest shall be limited to issues with respect to which a Gross-Up Payment\nwould be payable hereunder and the\n\n                                  page 13 of 19\n\nEmployee shall be entitled to settle or contest, as the case may be, any other\nissue raised by the Internal Revenue Service or any other taxing authority.\n\n            (d) If, after the receipt by the Employee of an amount advanced by\nthe Company pursuant to paragraph 9(a) or 9(c), the Employee becomes entitled to\nreceive any refund with respect to such claim, the Employee shall (subject to\nthe Company's complying with the requirements of paragraph 9(c)) promptly pay to\nthe Company the amount of such refund (together with any interest paid or\ncredited thereon after taxes applicable thereto). If, after the receipt by the\nEmployee of an amount advanced by the Company pursuant to paragraph 9(c), a\ndetermination is made that the Employee shall not be entitled to any refund with\nrespect to such claim and the Company does not notify the Employee in writing of\nits intent to contest such denial of refund prior to the expiration of 30 days\nafter such determination, then such advance shall be forgiven and shall not be\nrequired to be repaid and the amount of such advance shall offset, to the extent\nthereof, the amount of Gross-Up Payment required to be paid.\n\n         10. Certain Enforcement Matters\n\n            (a) If, after a Change in Control or Potential Change in Control, a\ndispute arises (i) with respect to this Agreement or the breach thereof, or (ii)\nwith respect to the Employee's or the Corporation's rights or obligations under\nthis Agreement, including but not limited to any such dispute between the\nEmployee and the Company, the Company shall pay or reimburse the Employee for\nall reasonable costs and expenses (including court costs, arbitrators' fees and\nreasonable attorneys' fees and disbursements) the Employee incurs in connection\nwith such dispute, including without limitation costs and expenses she incurs to\nobtain payment or otherwise enforce her rights under this Agreement, or to\nobtain payment of costs and expenses due under this paragraph 10(a). In\naddition, the Company shall pay the Employee such additional amount (a \"Gross\nUp\") as will be sufficient, after the Employee pays her tax liability with\nrespect to the Gross Up from the Gross Up, to pay all of her federal, state and\nlocal tax liability with respect to any costs and expenses that are paid by the\nCompany pursuant to this paragraph 10(a). The Company shall promptly pay or\nreimburse the Employee for all such costs and expenses as she incurs them, upon\npresentation of reasonable documentation of such costs and expenses, and shall\npromptly pay the related Gross Up as and when it pays or reimburses costs and\nexpenses. The Employee shall not be obligated to repay any such costs, expenses\nor Gross Up unless it is finally determined by the trier of fact in a\nnon-appealable judicial or arbitral decision or ruling (as applicable) that the\nEmployee's principal positions with respect to the principal matter(s) in\ndispute were unreasonable and pursued in bad faith.\n\n            (b) Any payments to which the Employee may be entitled under this\nAgreement, including, without limitation, under section 5, 8, 9 or 10 hereof,\nshall be made forthwith on the applicable date(s) for payment specified in this\nAgreement. If for any reason the amount of any payment due to the Employee\ncannot be finally determined on that date, such amount shall be estimated on a\ngood faith basis by the Company and the estimated amount shall be paid no later\nthan within 10 days after such date. As soon\n\n                                  page 14 of 19\n\nas practicable thereafter, the final determination of the amount due shall be\nmade and any adjustment requiring a payment to or from the Employee shall be\nmade as promptly as practicable.\n\n            (c) Any controversy or claim arising, after a Change in Control or\nPotential Change in Control, out of or related to this Agreement or the breach\nthereof, shall be settled by binding arbitration in the City of New York, in\naccordance with the employment dispute arbitration rules of the American\nArbitration Association then in effect, and the arbitrator's decision shall be\nbinding and final and judgment upon the award rendered may be entered in any\ncourt having jurisdiction thereof, except that the Employee may elect to have\nany such controversy or claim settled by judicial determination in lieu of\narbitration by bringing a court action, if she is the plaintiff or, if she is\nnot the plaintiff, demanding such judicial determination within the time to\nanswer any complaint in any arbitration action that may be commenced.\n\n         11. Change in Control\n\n            (a) The term \"Change in Control\" as used in this Agreement means a\nchange of control of the Company of a nature that would be required to be\nreported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated\nunder the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"),\nwhether or not the Company is then subject to such reporting requirement;\nprovided that, whether or not any of the following events would constitute a\nchange of control of such a nature, a Change in Control shall be deemed to occur\nfor purposes of this Agreement if and when any of the following events occur:\n\n                (i) any \"person\" (as such term is used in Sections 13(d) and\n14(d)(2) of the Exchange Act), other than--\n\n                    (A) the Company,\n                    (B) a Subsidiary,\n                    (C) a trustee or other fiduciary holding securities under an\n                  employee benefit plan of the Company or a Subsidiary, or\n                    (D) an underwriter engaged in a distribution of Company\n                  stock to the public with the Company's written consent,\n\nbecomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act),\ndirectly or indirectly, of Voting Securities that meet two tests: (I) they\nrepresent more than thirty percent (30%) of the combined voting power of the\nthen outstanding Voting Securities, and (II) they also represent more than the\npercentage of the combined voting power of the then outstanding Voting\nSecurities beneficially owned, directly or indirectly, at that time by Bernard\nC. Sherman and his affiliates (as defined in Rule 12b-2 under the Exchange Act).\nHowever, the second test stated in clause (II) above shall not apply if the\n\"person\" in question is Bernard C. Sherman and\/or his affiliates (as defined in\nRule 12b-2 under the Exchange Act). In addition, if the \"person\" in question is\nan institutional investor whose investment in Voting Securities is purely\npassive when such\n\n                                 page 15 of 19\n\nperson becomes the beneficial owner of Voting Securities that meet the tests set\nforth in clause (I) and, if applicable, (II) above, then such event (i.e., such\nperson's becoming the beneficial owner of such Voting Securities) shall not be\ndeemed to constitute a Change in Control under this subparagraph 11(a)(i) for so\nlong as (and only for so long as) such person's investment in Voting Securities\nremains purely passive; or\n\n                (ii) the stockholders of the Company approve a merger,\nconsolidation, recapitalization or reorganization of the Company or a\nSubsidiary, reverse split of any class of Voting Securities, or an acquisition\nof securities or assets by the Company or a Subsidiary, or consummation of any\nsuch transaction if stockholder approval is not obtained, other than (A) any\nsuch transaction in which the holders of outstanding Voting Securities\nimmediately prior to the transaction receive, with respect to such Voting\nSecurities (or, in the case of a transaction in which the Company is the\nsurviving corporation or a transaction involving a Subsidiary, retain), voting\nsecurities of the surviving or transferee entity representing more than fifty\npercent (50%) of the total voting power outstanding immediately after such\ntransaction, with the voting power of each such continuing holder relative to\nother such continuing holders not substantially altered in the transaction, or\n(B) any such transaction which would result in a Related Party beneficially\nowning more than 50 percent of the voting securities of the surviving entity\noutstanding immediately after such transaction; or\n\n                (iii) the stockholders of the Company approve a plan of complete\nliquidation of the Company or an agreement for the sale or disposition by the\nCompany of all or substantially all of the Company's assets other than any such\ntransaction which would result in a Related Party owning or acquiring more than\n50 percent of the assets owned by the Company immediately prior to the\ntransaction; or\n\n                (iv) the persons who were members of the Board of Directors of\nthe Company immediately before a tender or exchange offer for shares of Common\nStock by any person other than the Company or a Related Party, or before a\nmerger or consolidation of the Company or a Subsidiary, or contested election of\nthe Board of Directors of the Company, or before any combination of such\ntransactions, cease to constitute a majority of the Board of Directors of the\nCompany as a result of such transaction or transactions.\n\n            (b) For purposes of paragraph 11(a) above:\n\n                (i) the term \"Related Party\" shall mean (A) a Subsidiary, (B) an\nemployee or group of employees of the Company or any Subsidiary, (C) a trustee\nor other fiduciary holding securities under an employee benefit plan of the\nCompany or any Subsidiary, or (D) a corporation or other form of business entity\nowned directly or indirectly by the stockholders of the Company in substantially\nthe same proportion as their ownership of Voting Securities;\n\n                (ii) the term \"Subsidiary means a corporation or other form of\nbusiness association of which shares (or other ownership interests) having more\nthan 50%\n\n                                  page 16 of 19\n\nof the voting power are, or in the future become, owned or controlled, directly\nor indirectly, by the Company; and\n\n                (iii) the term \"Voting Securities\" shall mean any securities of\nthe Company which carry the right to vote generally in the election of\ndirectors.\n\n            (c) For purposes of this Agreement, a \"Potential Change in Control\"\nmeans that (i) the Company enters into an agreement, the consummation of which\nwould result in the occurrence of a Change of Control; or (ii) the Board adopts\na resolution to the effect that, for purposes of this Agreement, a potential\nchange in control of the Company has occurred.\n\n         12. Severability; Survival\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 this 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            (c) The provisions of sections 6, 7, 8, 9 and 10 of this Agreement,\nand any other provision of this Agreement which is intended to apply, operate or\nhave effect after the expiration or termination of the term of this Agreement,\nor at a time when the term of this Agreement may have expired or terminated,\nshall survive the expiration or termination of the term of this Agreement for\nany reason.\n\n         13. General Provisions\n\n            (a) No right or interest to or in any payments to be made under this\nAgreement shall be subject to anticipation, alienation, sale, assignment,\nencumbrance, pledge, charge or hypothecation or to execution, attachment, levy\nor similar process, or assignment by operation of law. All payments to be made\nby the Corporation hereunder shall be subject to the withholding of such amounts\nas the Corporation may determine it is required to withhold under the laws or\nregulations of any governmental authority, whether foreign, federal, state or\nlocal.\n\n            (b) To the extent that the Employee acquires a right to receive\npayments from the Corporation under this Agreement, such right shall be no\ngreater than the right of an unsecured general creditor of the Corporation. All\npayments to be made hereunder shall be paid from the general funds of the\nCorporation and no special or separate fund shall be established and no\nsegregation of assets shall be made to assure payment of any amount hereunder.\n\n                                  page 17 of 19\n\n            (c) This Agreement shall be governed by and construed and enforced\nin accordance with the laws of the State of New York, without giving effect to\nthe principles of conflicts of laws of that State.\n\n            (d) This Agreement shall be binding upon and inure to the benefit of\nthe Company, Barr Research, and their successors and assigns, and the Employee,\nher heirs, devisees, distributees and legal representatives.\n\n            (e) Any notice or other communication to the Corporation pursuant to\nany provision of this Agreement shall be given in writing and will be deemed to\nhave been delivered:\n\n                (i) when delivered in person to the Corporate Secretary or\nGeneral Counsel of the Company; or\n\n                (ii) one week after it is deposited in the United States\ncertified 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\n13(f) below.\n\n            (f) Any notice or other communication to the Employee pursuant to\nany provision of the Agreement shall be given in writing and will be deemed to\nhave 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 States\ncertified or registered mail, postage prepaid, addressed to the Employee at her\naddress as it appears on the records of the Corporation or at such other address\nof which the Employee may from time to time give the Corporation written notice\nin accordance with paragraph 13(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 parties\nrelating to the subject matter of this Agreement and supersedes and replaces all\nprior agreements and understandings with respect to such subject matter, and the\nparties have made no agreements, representations or warranties relating to the\nsubject matter of this Agreement which are not set forth herein.\n\n                                  page 18 of 19\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n                                         BARR LABORATORIES, INC.,\n                                         on its own behalf and on behalf of\n                                         its subsidiary, BRL Incorporated,\n                                         as third party beneficiary\n\n\n                                         By:_______________________\n[SEAL]\nAttest:\n\n\n__________________________\nSecretary                                __________________________\n                                         Employee\n\n                                  page 19 of 19\n\n                                                                        APPENDIX\n\n EXAMPLES ILLUSTRATING INTENDED OPERATION OF EXTENSION PROVISIONS OF PARAGRAPH 2\n\nExample 1:\n\n                  Facts: Neither the Company nor the Employee gives the other\n                  party written notice of non-extension before the date that is\n                  six months before the third anniversary of the Commencement\n                  Date.\n\n                  Result: Effective as of the date that is six months before the\n                  third anniversary of the Commencement Date, the term of the\n                  Agreement is extended 12 months, so that it will expire on the\n                  fourth anniversary of the Commencement Date unless further\n                  extended in accordance with the provisions of Paragraph 2 of\n                  the Agreement.\n\nExample 2:\n\n                  Facts: Either the Company or the Employee gives the other\n                  party written notice of non-extension before the date that is\n                  six months before the third anniversary of the Commencement\n                  Date.\n\n                  Result: The term of the Agreement is not extended, and expires\n                  on the third anniversary of the Commencement Date.\n\nExample 3:\n\n                  Facts: Neither the Company nor the Employee gives the other\n                  party written notice of non-extension before the date that is\n                  six months before the fourth anniversary of the Commencement\n                  Date.\n\n                  Result: Effective as of the date that is six months before the\n                  fourth anniversary of the Commencement Date, the term of the\n                  Agreement as extended in accordance with Example 1 above is\n                  further extended 12 months, so that it will expire on the\n                  fifth anniversary of the Commencement Date unless further\n                  extended in accordance with the provisions of Paragraph 2 of\n                  the Agreement.\n\nExample 4:\n\n                  Facts: Either the Company or the Employee gives the other\n                  party written notice of non-extension on or after the date\n                  that is six months before the fourth anniversary of the\n                  Commencement Date and before the date that is six months\n                  before the fifth anniversary of the Commencement Date.\n\nResult: The term of the Agreement as extended is not further extended, and\nexpires on the fifth anniversary of the Commencement\n\n                                  page 20 of 19\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-38957","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\/38957","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=38957"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38957"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38957"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38957"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}