{"id":38960,"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-frederick-j.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-barr-laboratories-inc-and-frederick-j","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-barr-laboratories-inc-and-frederick-j.html","title":{"rendered":"Employment Agreement &#8211; Barr Laboratories Inc. and Frederick J. Killion"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n      AGREEMENT dated as of the 8th day of February, 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\"), and Frederick J. Killion (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 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 enter into and remain in the employ of the Company, 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 March 1, 2002, (the\nCommencement 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\nenter into and remain in the employ of the Company, and the Company agrees to\nemploy the Employee, as its Senior Vice President and General Counsel, reporting\nto the Chairman and Chief Executive Officer of the Company (the \"CEO\"). As the\nSenior Vice President and General Counsel of the Company, the Employee shall be\nresponsible for managing and supervising, and shall have responsibility for the\nday-to-day conduct of, the legal affairs of the Company, including managing and\nsupervising internal and external counsel, subject to the authority of the Board\nof Directors of the Company (the \"Board\"), the CEO and the Chief Operating\nOfficer (the \"COO\"), and shall have all of the powers, authority, duties and\nresponsibilities usually incident to the position and role of Senior Vice\nPresident and General Counsel in public companies that are comparable in size\nand character to the Company, and shall perform such other reasonable duties,\nconsistent with the position of Senior Vice President and General Counsel, as\nmay lawfully be assigned to him by the Board, the CEO or the COO.\n\n            (b) In connection with his employment by the Company, the Employee\nshall be based at the principal executive offices of the Company in Washington,\nD.C. but agrees to travel, to the extent reasonably necessary to perform his\nduties and obligations under this Agreement, to Company facilities and other\ndestinations elsewhere.\n\n            (c) During the term of this Agreement, the Employee shall serve the\nCompany on an exclusive basis and shall devote all his business time, attention,\nskill and efforts to the faithful performance of his duties hereunder; provided\nthat the Employee may engage in community service and charitable activities that\ndo not interfere with the performance of his 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 his 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 and twenty-five thousand dollars\n($325,000), with such increases in such rate, if any, as the Compensation\nCommittee of the Board may approve from time to time during the term of this\nAgreement (the annual salary rate as increased from time to time during the term\nof this Agreement being hereafter 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 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 (i)\nany award 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,\n(ii) notwithstanding clause (i) of this paragraph 4(b), the award for the fiscal\nyear of the Company in which the term of this Agreement commences shall not be\nless than sixty-five thousand dollars ($65,000), and (iii) any award for the\nfiscal year of the Company in which the term of this Agreement terminates\npursuant to the terms hereof shall be made at the same time as awards (if any)\nare made to other participants with respect to such fiscal year;\n\n            (c) a sign-on bonus of $125,000 which shall be due and payable on\nthe Commencement Date, plus an additional payment of $125,000 (the \"Retention\nPayment\") which shall be paid on January 3, 2003 if the Employee is then in the\nemploy of the Company;\n\n            (d) options to purchase a total of 50,000 shares of the Company's\ncommon stock, subject to the terms and conditions of any stock option or stock\nincentive plan of the Company under which the options may be granted, such other\nterms and conditions consistent with the terms of such plan as the Board or a\ncommittee of the Board granting the options (the Administrator\") may impose, and\nthe following terms and conditions:\n\n                  (i) the price at which shares may be purchased under the\n            options shall be the fair market value of the shares on the date on\n            which the options are granted (the \"Grant Date\"); and\n\n                  (ii) the options shall become exercisable in five equal annual\n            installments of 10,000 shares each commencing on the first\n            anniversary of the Grant Date and continuing on each of the four\n            succeeding anniversaries of the Grant Date, provided in the case of\n            each such installment that the Employee's full-time employment by\n            the Company continues until the anniversary date in question; and\n\n                  (iii) to the extent not therefore exercisable, the options\n            shall become exercisable on the date, if any, on which a Change in\n            Control (as defined in the Company's 1993 Stock Incentive Plan as in\n            effect on the date of this Agreement) occurs, if the Employee's\n            full-time employment by the Company continues until that date,\n            provided that, if such Change in Control occurs less than six months\n            after the Grant Date, the Employee agrees in writing (if requested\n            to do so by the Administrator) to remain in the employ of the\n            Company or a subsidiary at least through the date which is six\n            months after the Grant Date with substantially the same title,\n            duties, authority, reporting relationships and compensation as on\n            the day immediately preceding such Change in Control; and\n\n                  (iv) the options shall expire on the tenth anniversary of the\n            Grant Date unless the Employee's employment terminates before that\n            date, in which case the options shall expire upon such termination\n            of employment or within such period of time thereafter as the\n            Administrator may specify in the instrument evidencing the grant of\n            the options;\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; and\n\n            (f) 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 Company participate during the term of this Agreement, including without\nlimitation the Company's 401(k) Savings and Retirement Plan, its supplemental\n401(k) plan, its employee stock purchase plan, the CIGNA medical and dental\nplan, its supplemental medical reimbursement program, its group term life\ninsurance and supplemental life insurance plan, its flexible spending account\nplan and its long term care insurance plan, subject in all events to the terms\nand conditions of such plans as in effect from time to time. Nothing in this\nparagraph (f) shall preclude the Company from amending or terminating any such\nplan at any time; provided that in no event shall the Employee be entitled to\nless than four weeks of vacation with pay per year of employment. The plans\ncovered by this paragraph (f) shall not include the annual incentive or stock\noption plans, which are covered by paragraphs (b) and (d) 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\n                  (i) If during the term of this Agreement the Employee's\n            employment with the Company is terminated by the Company without\n            Good Cause or is terminated by the Employee for Good Reason other\n            than at or after the expiration of the term of this Agreement as the\n            same may have been extended in accordance with the provisions of\n            paragraph 2 above, the Company, subject to compliance by the\n            Employee with the provisions of paragraph 6 below, relating to\n            confidential information, shall, as liquidated damages or severance\n            pay or both (whichever characterization will serve to validate the\n            payments), and as additional consideration for the Employee's\n            undertakings under paragraph 6 below, (A) pay the Employee a lump\n            sum amount of money equal to two (2) times the Employee's Base\n            Salary, and (B) if such employment termination occurs before the\n            Retention Payment referred to in paragraph 4(c) above has been paid\n            to the Employee, pay the Retention Payment.\n\n                  (ii) If the term of this Agreement as the same may have been\n            extended in accordance with the provisions of paragraph 2 above is\n            not extended or further extended because the Company gives written\n            notice of non-extension to the Employee as provided in paragraph 2\n            above, and the Company does not have Good Cause for termination of\n            the Employee's employment at the time of giving such notice, then\n            the Company, subject to fulfillment by the Employee of his\n            obligations under this Agreement during the balance of the term and\n            his compliance with the provisions of paragraph 6 below, relating to\n            confidential information, shall, as non-renewal compensation, and as\n            additional consideration for the Employee's undertakings under this\n            Agreement including paragraph 6 below, pay the Employee a lump sum\n            amount of money equal to 1.5 times the Employee's Base Salary. The\n            Company shall pay such amount upon the expiration of the term that\n            is in effect at the time the Company gives such written notice of\n            non-extension to the Employee.\n\n                  (iii) The foregoing provisions of this paragraph 5(a) shall be\n            in lieu of any severance pay that may be payable under any plan or\n            practice of the Company , but shall be in addition to (and not in\n            lieu of) any payments to which the Employee may be entitled under\n            Section 6A below.\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. However, the Company's obligations\nunder Section 6A below shall not be affected by such termination of employment.\nThe provisions of this paragraph 6(b) shall be in addition to, and not in lieu\nof, any other rights and remedies the Company may have at law or in equity or\nunder any other provision of this Agreement in respect of such termination of\nemployment.\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 his duties\n\n            hereunder for any reason or fails to devote substantially all his\n            business time exclusively to the affairs of the Company, and such\n            failure is not discontinued within a reasonable period of time, in\n            no event to exceed 30 days, after the Employee receives written\n            notice from the Company of such failure; or\n\n                  (ii) the Employee commits an act of dishonesty resulting or\n            intended to result directly or indirectly in gain or personal\n            enrichment at the expense of the Company; or\n\n                  (iii) the Employee is grossly negligent or engages in willful\n            misconduct or insubordination in the performance of his duties\n            hereunder; or\n\n                  (iv) the Employee breaches his obligations under paragraph 6\n            below, relating to confidential information.\n\n            (d) Good Reason Defined. For purposes of this Agreement, the\nEmployee shall have \"Good Reason\" to terminate his employment during the term of\nthis Agreement only if:\n\n                  (i) the Company fails to provide compensation or benefits or\n            indemnification that the Company is obligated to provide under\n            paragraph 4 above or Section 6A below and the failure is not\n            remedied within 30 days after the Company receives written notice\n            from the Employee of such failure; or\n\n                  (ii) the Company assigns the Employee duties, responsibilities\n            or reporting relationships not contemplated by paragraph 3 above\n            without his consent, or limits his duties or responsibilities\n            contemplated by paragraph 3 above in any respect materially\n            detrimental to him, and in either case the situation is not remedied\n            within 30 days after the Company receives written notice from the\n            Employee of the situation; or\n\n                  (iii) he is removed from, or not elected or reelected to, the\n            position of Senior Vice President and General Counsel, and the\n            Company does not have Good Cause for doing so; or\n\n                  (iv) the Company relocates his office outside of Washington,\n            D.C. or the Company's principal executive offices in Washington,\n            D.C. without his consent and the situation is not remedied within 30\n            days after the Company receives written notice from the Employee of\n            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 his duties hereunder, any\nconfidential information obtained by him 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 \n\ninformation known generally to the public or of information not considered\nconfidential by persons engaged in the businesses conducted by the Company or\nany subsidiary thereof, or from disclosure required by law or court order. The\nEmployee also agrees that upon leaving the Company's employ he will not take\nwith him, without the prior written consent of an authorized officer of the\nCompany, 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 secret processes, or which was obtained by\nhim or entrusted to him during the course of his employment with the Company.\n\n      6A. 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 his 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 6A 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, and shall survive the expiration or termination of the term of this\nAgreement for any reason.\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 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, including the sign-on bonus and Retention Payment\nreferred to in paragraph 4(c) above, shall be subject to the withholding of such\namounts as the Company may determine it is required to withhold under the laws\nor regulations 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 \n\nunsecured general creditor of the Company. All payments to be made hereunder\nshall be paid from the general funds of the Company and no special or separate\nfund shall be established and no segregation of assets shall be made to assure\npayment of any amount hereunder.\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, its successors and assigns, and the Employee, his 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\n            Chief Executive Officer of the Company; or\n\n                  (ii) one week after it is deposited in the United States\n            certified or registered mail, postage prepaid, addressed to the\n            Corporate Secretary of the Company at 300 Corporate Drive, Building\n            #10, Bradley Corporate Park, Blauvelt, New York 10913 or at such\n            other address of which the Company may from time to time give the\n            Employee written notice in accordance with paragraph 8(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\n            certified or registered mail, postage prepaid, addressed to the\n            Employee at his address as it appears on the records of the Company\n            or at such other address of which the Employee may from time to time\n            give the Company written notice in accordance with paragraph 8(e)\n            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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date first above written.\n\n\n                                          BARR LABORATORIES, INC.\n\n\n                                          By:\n                                             -----------------------\n[SEAL]\nAttest:\n\n-----------------------\nSecretary\n                                          --------------------------\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-38960","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\/38960","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=38960"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38960"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38960"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38960"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}