{"id":38958,"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-catherine-f.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-barr-laboratories-inc-and-catherine-f","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-barr-laboratories-inc-and-catherine-f.html","title":{"rendered":"Employment Agreement &#8211; Barr Laboratories Inc. and Catherine F. Higgins"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n     AGREEMENT dated as of the 7th day of February, 2001 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\"), and Catherine F. Higgins (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 remain in its employ; and\n\n     WHEREAS, the Employee is willing to remain in the employ of the Company for\nthe 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\n     1. Employment. The Company agrees to employ the Employee, and the Employee\nagrees to remain in the employ of the Company, during the term of this Agreement\nand on the other terms and conditions hereafter set forth.\n\n     2. Term. The term of this Agreement shall commence on February 7, 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\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 Company, and the Company agrees to employ the\nEmployee, as its Vice President, Human Resources, reporting to the Chief\nExecutive Officer of the Company (the \"CEO\") and\/or the President and Chief\nOperations Officer of the Company (the \"COO\"). As the Vice President, Human\nResources of \n\n\n\nthe Company, the Employee shall be responsible for managing and supervising, and\nshall have responsibility for the day-to-day conduct of, the human resources\nfunction of the Company, including labor relations, subject to the authority of\nthe Board of Directors of the Company (the \"Board), the Chief Executive Officer\nof the Company (the \"CEO\") and the COO, and shall have all of the powers,\nauthority, duties and responsibilities usually incident to the position and role\nof Vice President, Human Resources, and shall perform such other reasonable\nduties, consistent with the position of Vice President, Human Resources, as may\nlawfully be assigned to her by the Board, the CEO and the COO.\n\n         (b) In connection with her employment by the Company, the Employee\nshall be based at the principal executive offices of the Company in Rockland\nCounty, New York and agrees to travel, to the extent reasonably necessary to\nperform her duties and obligations under this Agreement, to Company facilities\nand other destinations elsewhere.\n\n         (c) During the term of this Agreement, the Employee shall serve the\nCompany on an exclusive basis and shall devote all her business time, attention,\nskill and efforts to the faithful performance of her duties hereunder; provided\nthat the Employee may engage in community service and charitable activities that\ndo not interfere with the performance of her duties and responsibilities\nhereunder.\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 monthly,\nat the annual rate of one hundred and eighty thousand dollars ($180,000.00),\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 or bonus\nplan as in effect from time to time, with the opportunity to receive an award in\naccordance with the terms and conditions of such plan, for each fiscal year of\nthe Company that commences or terminates during the term of this Agreement, of\nup to 40% of the Base Salary earned during such year (or such higher percentage\nas the Board or a committee of the Board may prescribe from time to time during\nthe term of this Agreement), it being understood that any award for the fiscal\nyear of the Company in which the term of this Agreement commences or terminates\npursuant to the terms hereof shall be prorated based on the portion of such\nfiscal year that coincides with the term of this Agreement, and that any award\nfor the fiscal year of the Company in which the term of this Agreement\nterminates pursuant to the terms \n\n\n                                       2\n\n\nhereof shall be made at the same time as awards (if any) are made to other\nparticipants with respect to such fiscal year;\n\n         (c) participation in the Company's stock incentive plan as from time to\ntime in effect, subject to the terms and conditions of such plan;\n\n         (d) the business and personal use of an automobile at Company expense\nincluding, without limitation, payment or reimbursement of automobile insurance\nand maintenance expenses in accordance with the Company's automobile policy\napplicable to officers on the date of this Agreement;\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 officers of the\nCompany participate during the term of this Agreement, subject in all events to\nthe terms and conditions of such plans as in effect from time to time. Nothing\nin this paragraph (e) shall preclude the Company from amending or terminating\nany such plan at any time. The plans covered by this paragraph (e) shall not\ninclude the annual incentive or stock incentive plans, which are covered by\nparagraphs (b) and (c) above.\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               (i) If during the term of this Agreement the Employee's\nemployment with the Company is terminated by the Company without Good Cause or\nis terminated by the Employee for Good Reason other than at or after the\nexpiration of the term of this Agreement as the same may have been extended in\naccordance with the provisions of paragraph 2 above, the Company, subject to\ncompliance by the Employee with the provisions of paragraph 6 below, relating to\nconfidential information, shall, as liquidated damages, and as additional\nconsideration for the Employee's undertakings under paragraph 6 below, pay the\nEmployee a lump sum amount of money equal to 1.5 times the Employee's Base\nSalary.\n\n               (ii) If the term of this Agreement as the same may have been\nextended in accordance with the provisions of paragraph 2 above is not extended\nor further extended because the Company gives written notice of non-extension to\nthe Employee as provided in paragraph 2 above, and the Company does not have\nGood Cause for termination of the Employee's employment at the time of giving\nsuch notice, then the Company, subject to fulfillment by the Employee of her\nobligations under this Agreement during the balance of the term and her\ncompliance with the provisions of paragraph 6 \n\n\n                                       3\n\n\nbelow, relating to confidential information, shall, as non-renewal compensation,\nand as additional consideration for the Employee's undertakings under this\nAgreement including paragraph 6 below, pay the Employee a lump sum amount of\nmoney equal to 1.0 times the Employee's Base Salary. The Company shall pay such\namount upon the expiration of the term that is in effect at the time the Company\ngives such written notice of non-extension to the Employee.\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 Company. Subparagraphs 5(a)(i) and 5(a)(ii)\nabove are intended to be mutually exclusive, and in no event shall such\nsubparagraphs, either individually or collectively, be construed to require the\nCompany to pay an amount of money in excess of 1.5 times the Employee's Base\nSalary under such subparagraphs, either individually or collectively.\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 is terminated by the Company for Good Cause or by the\nEmployee without Good Reason, the Employee shall not be entitled to receive any\ncompensation under paragraph 4 above acruing after the date of such termination\nor any payment under paragraph 5(a) above. The provisions of this paragraph 6(b)\nshall be in addition to, and not in lieu of, any other rights and remedies the\nCompany may have at law or in equity or under any other provision of this\nAgreement in respect of such termination of employment.\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 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 Company, and such failure is not discontinued\nwithin a reasonable period of time, in no event to exceed 30 days, after the\nEmployee receives written notice from the Company of 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 Company; 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 breaches her obligations under paragraph 6\nbelow, relating to confidential information.\n\n         (d) Good Reason Defined. For purposes of this Agreement, the Employee\nshall have \"Good Reason\" to terminate her employment during the term of this\nAgreement only if:\n\n\n                                       4\n\n\n               (i) the Company fails to provide compensation or benefits that\nthe Company is obligated to provide under paragraph 4 above and the failure is\nnot remedied within 30 days after the Company receives written notice from the\nEmployee of such failure; or\n\n               (ii) the Company assigns the Employee duties, responsibilities or\nreporting relationships not contemplated by paragraph 3 above without her\nconsent, or limits her duties or responsibilities contemplated by paragraph 3\nabove in any respect materially detrimental to her, and in either case the\nsituation is not remedied within 30 days after the Company receives written\nnotice from the Employee of the situation; or\n\n               (iii) she is removed from, or not elected or reelected to, the\nposition of Vice President, Human Resources of the Company, and the Company does\nnot have Good Cause for doing so; or\n\n               (iv) the Company relocates her office outside of either the\nCompany's principal executive offices or the greater New York City metropolitan\narea without her written consent (given in a personal rather than representative\ncapacity) 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, either\nwhile in the Company's employ or at any time thereafter, to any person not\nemployed 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 disclosure required by law or court\norder. The Employee also agrees that upon leaving the Company's employ she will\nnot take with her, without the prior written consent of an authorized officer of\nthe Company, and he will surrender to the Company, any record, list, drawing,\nblueprint, specification or other document or property of the Company or any\nsubsidiary thereof, together with any copy or reproduction thereof, mechanical\nor otherwise, which is of a confidential nature relating to the Company or any\nsubsidiary thereof, or without limitation, relating to its or their methods of\ndistribution, suppliers, customers, client relationships, marketing strategies\nor any description of any formulae or \n\n\n                                       5\n\n\nsecret processes, or which was obtained by her or entrusted to her during the\ncourse 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 this Agreement which may for any reason be invalid\nor unenforceable in any jurisdiction shall remain in effect and be enforceable\nin any jurisdiction in which such provision shall be valid and enforceable.\n\n     8. 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 Company hereunder shall be subject to the withholding of such amounts as\nthe Company 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 Company under this Agreement, such right shall be no greater\nthan the right of an unsecured general creditor of the Company. All payments to\nbe made hereunder shall be paid from the general funds of the Company and no\nspecial or separate fund shall be established and no segregation of assets shall\nbe made to assure payment of any amount hereunder.\n\n         (c) This Agreement shall be governed by and construed and enforced in\naccordance with the laws of the State of New York, without giving effect to the\nprinciples of conflicts of laws of that State.\n\n         (d) This Agreement shall be binding upon and inure to the benefit of\nthe Company, its successors and assigns, and the Employee, her heirs, devisees,\ndistributees and legal representatives.\n\n         (e) Any notice or other communication to the Company pursuant to any\nprovision of this Agreement shall be given in writing and will be deemed to have\nbeen delivered:\n\n               (i) when delivered in person to the Corporate Secretary or Chief\nExecutive Officer of the Company; or\n\n\n                                       6\n\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\n8(f) below.\n\n         (f) Any notice or other communication to the Employee pursuant to any\nprovision of the Agreement shall be given in writing and will be deemed to have\nbeen 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 Company or at such other address of\nwhich the Employee may from time to time give the Company written notice in\naccordance with paragraph 8(e) above.\n\n         (g) No provision of this Agreement may be amended, modified or waived\nunless such amendment, modification or waiver shall be agreed to in a writing\nsigned 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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date first above written.\n\n                                                BARR LABORATORIES, INC.\n\n\n                                                By:\n[SEAL]                                             -----------------------\nAttest:\n\n\n-----------------------                         \nSecretary                                       \n                                                --------------------------\n                                                Employee                  \n                                                \n\n\n                                       7\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-38958","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\/38958","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=38958"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38958"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38958"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38958"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}