{"id":38961,"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-martin-zeiger.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-barr-laboratories-inc-and-martin-zeiger","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-barr-laboratories-inc-and-martin-zeiger.html","title":{"rendered":"Employment Agreement &#8211; Barr Laboratories Inc. and Martin Zeiger"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n      AGREEMENT dated as of the 13th day of December, 1999 between Barr\nLaboratories, Inc., a New York corporation having its principal executive\noffices at Two Quaker Road, Pomona, New York 10970 (the \"Company\"), and Martin\nZeiger (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 December 31, 1999,\nor such earlier date as designated by the Employee (the \"Commencement Date\") and\nshall terminate at the close of business on the third anniversary of the\nCommencement Date unless sooner terminated in accordance with the terms of this\nAgreement or extended as hereinafter provided. The term of this Agreement shall\nbe extended automatically, without further action by the Company or the\nEmployee, on the date which is six months before the third anniversary of the\nCommencement Date and on the date which is six months before each subsequent\nanniversary of the Commencement Date (the \"Extension Date\") for successive\nperiods of twelve months each, unless either party shall have given written\nnotice to the other party, in the manner set forth in paragraph 8(e) or (f)\nbelow, prior to the Extension Date in question, that the term then in effect is\nnot to be extended or further extended, as the case may be.\n\n      3. Positions and Responsibilities; Place of Performance. During the term\nof this Agreement, the Employee agrees to serve the Company and the Company\nagrees to employ the Employee as its Senior Vice President, Strategic Business\nDevelopment, and General Counsel, reporting to the Chief Executive Officer of\nthe Company (the \"CEO\"). In that capacity, he shall be responsible for managing\nall legal matters regarding the company, participating and directing strategic\nbusiness development matters for the company, and performing such other\nreasonable duties, consistent with the position of Senior Vice President,\nStrategic Business Development, and General Counsel, as may lawfully be assigned\nto him by the CEO or the Board of Directors of the Company (the \"Board\"). In\naddition, if elected as a member of the Board or a committee of the Board\n   2\nduring the term of this Agreement (there being no obligation on the part of the\nCompany, the Board or the shareholders of the Company to elect the Employee as\nsuch or to nominate the Employee for election as such) the Employee agrees to\nserve as such, without additional compensation beyond that provided in this\nAgreement. In connection with his employment by the Company, the Employee shall\nbe based at the executive offices of the Company in Blauvelt, New York, and he\nagrees to relocate his residence to that general vicinity if such relocation\nshould be necessary for him to serve at that location. If the Company requires\nthe Employee to relocate outside the Metropolitan area of New York City during\nthe term of his employment and if the Employee declines to do so, such refusal\nto relocate shall be considered termination by the Employee for Good Reason.\nDuring the term of this Agreement, the Employee shall devote all his business\ntime, attention, skill and efforts to the faithful performance of his duties\nhereunder. Provided however, Employee serves on the Board of Directors of I-Dent\nInternational and such service will not be considered a violation of the terms\nof this Agreement.\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 $235,000.00, with increases in such rate in\naccordance with the Company's regular administrative practices applicable to\nsenior officers from time to time during the term of this Agreement (the annual\nsalary rate as increased from time to time during the term of this Agreement\nbeing hereafter referred to as the \"Base Salary\"); and\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 any\naward for the fiscal year of the Company in which the term of this Agreement\ncommences or terminates pursuant to the terms hereof shall be prorated based on\nthe portion of such fiscal year that coincides with the term of this Agreement,\nand that any award for the fiscal year of the Company in which the term of this\nAgreement terminates pursuant to the terms hereof shall be made at the same time\nas awards (if any) are made to other participants with respect to such fiscal\nyear; and\n\n            (c) an option to purchase 50,000 shares of the Company's common\nstock at the fair market value of such shares on the date on which the Board or\na committee of the Board (the Administrator\") grants such option or if later, on\nthe date which the Administrator specifies as the date on which the grant of\nsuch option is to be effective (the \"Grant Date\") (the number of shares and\npurchase price to be adjusted for any stock split occurring after the Grant\nDate), subject to the terms and conditions of any\n\n                                       2\n   3\nstock option plan of the Company under which such option may be granted, such\nother terms and conditions consistent with the terms of such plan the\nAdministrator granting the option may impose and the following terms and\nconditions:\n\n                  (i) the option shall become exercisable on the first\nanniversary of the Grant Date with respect to one-third of the shares that are\nsubject to the option, if the Employee remains in the full-time employment of\nthe Company until that date; and\n\n                  (ii) the option shall become exercisable on the second\nanniversary of the Grant Date with respect to an additional one-third of the\nshares that are subject to the option, if the Employee remains in the full-time\nemployment of the Company until that date: and\n\n                  (iii) the option shall become exercisable on the third\nanniversary of the Grant Date with respect to the final additional one-third of\nthe shares that are subject to the option, if the Employee remains in the\nfull-time employment of the Company until that date; and\n\n                  (iv) to the extent not theretofore exercisable, the option\nshall become exercisable on the date, if any, on which a Change in Control (as\ndefined in the Company's 1993 Stock Incentive Plan as in effect on the date of\nthis Agreement ) occurs, if the Employee remains in the full-time employment of\nthe Company until that date, provided that, if such Change in Control occurs\nless than six months after the Grant Date, the Employee agrees in writing (if\nrequested to do so by the Administrator) to remain in the employ of the Company\nor a subsidiary at least through the date which is six months after the Grant\nDate with substantially the same title, duties, authority, reporting\nrelationships and compensation as on the day immediately preceding such Change\nin Control; and\n\n                  (v) the option shall expire on the tenth anniversary of the\nGrant Date unless the Employee's employment terminates before that date, in\nwhich case the option shall expire upon such termination of employment or within\nsuch period of time thereafter as the Administrator may specify; provided that\nif the Company terminates the Employee's employment without Good Cause or the\nEmployee terminates his employment with Good Reason, such option shall remain\nexercisable, to the extent it was exercisable at the time of such termination,\nfor at least three months thereafter; and\n\n            (d) 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            (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 Company participate during the term of this Agreement, subject in all\nevents to the terms and\n\n\n                                       3\n   4\nconditions of such plans as in effect from time to time. Nothing in this\nparagraph (e) shall preclude the Company from amending or terminating any such\nplan at any time. The plans covered by this paragraph (e) shall not include the\nannual incentive or stock option plans, which are covered by paragraphs (b) and\n(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. If during the term of this Agreement the Employee's employment\nwith the Company is terminated by the Company without Good Cause or is\nterminated by the Employee for Good Reason other than at the expiration of the\noriginal or any extended term of this Agreement, the Company, subject to\ncompliance by the Employee with the provisions of paragraph 6 below, relating to\nconfidential information, shall pay the Employee, as liquidated damages, and as\nadditional consideration for the Employee's undertakings under paragraph 6\nbelow, a lump sum amount of money equal to 1.5 times his Base Salary. Payment\nunder this paragraph (a) shall be in lieu of any severance pay that may be\npayable under any plan or practice of the Company.\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 accruing after the date of such termination\nor any payment under paragraph 5(a) above. The provisions of this paragraph 5(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 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 materially fails to substantially perform his\nduties hereunder for any reason or fails to devote substantially all his\nbusiness time to the affairs of the Company, and such failure is not\ndiscontinued within a reasonable period of time, in no event to exceed 30 days,\nafter the Employee receives written notice from the Company of such failure; or\n\n                  (ii) the Employee commits a material act of dishonesty\nresulting or intended to result directly or indirectly in gain or personal\nenrichment at the expense of the Company; or\n\n                  (iii) the Employee is grossly negligent or engages in willful\nmisconduct or insubordination in the performance of his duties hereunder; or\n\n                  (iv) the Employee breaches his obligations under paragraph 6\nbelow, relating to confidential information.\n\n\n                                       4\n   5\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 if:\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\nor reporting relationships not contemplated by paragraph 3 above without his\nconsent, or limits his duties or responsibilities contemplated by paragraph 3\nabove in any respect materially detrimental to him, and in either case the\nsituation is not remedied within 30 days after the Company receives written\nnotice from the Employee of the situation;\n\n                  (iii) he is removed from, or not elected or reelected to, the\noffice of Senior Vice President, Strategic Business Development and General\nCounsel of the Company, or\n\n                  (iv) the Company requires the Employee to relocate outside the\nMetropolitan area of New York City and the Employee declines to do so.\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\nmaterial confidential information obtained by him while in the employ of the\nCompany, including, without limitation, information relating to any of the\ninventions, processes, formulae, plans, devices, compilations of information,\nresearch, methods of distribution, suppliers, customers, client relationships,\nmarketing strategies or trade secrets of the Company or any subsidiary thereof;\nprovided, however, that this provision shall not preclude the Employee from use\nor disclosure of information known generally to the public or of information not\nconsidered confidential by persons engaged in the businesses conducted by the\nCompany, or otherwise disclosed by the Company to any third parties. any\nsubsidiary of the Company, or from disclosure required by law or court order.\nThe Employee 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\n                                       5\n   6\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.\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\nin accordance with the laws of the State of New York applicable to contracts\nperformed wholly within 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, his heirs, legatees,\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\nChief Executive Officer 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 Two Quaker Road, Pomona, New York 10970 or at such\nother address of which the\n\n\n                                       6\n   7\nCompany may from time to time give the Employee written notice in accordance\nwith 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\ncertified or registered mail, postage prepaid, addressed to the Employee at 2\nDoral Greens Drive West, Rye Brook, New York 10573 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\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                                            BARR LABORATORIES, INC.\n\n\n                                            By:  CATHERINE F. HIGGINS\n                                               ----------------------------\n[SEAL]                                      Vice President, Human Resources\n\nAttest:\n\nPAUL BISARO\n-------------------\nSecretary\n\n\n                                          MARTIN ZEIGER\n                                          ----------------------\n                                          Employee\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-38961","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\/38961","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=38961"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38961"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38961"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38961"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}