{"id":38963,"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-paul-m-bisaro.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-barr-laboratories-inc-and-paul-m-bisaro","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-barr-laboratories-inc-and-paul-m-bisaro.html","title":{"rendered":"Employment Agreement &#8211; Barr Laboratories Inc. and Paul M. Bisaro"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n         AGREEMENT dated as of the 28th day of October, 1999 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 Paul M. Bisaro (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 continue to serve in the employ of\nthe Company for the period.and on the other terms and conditions hereafter set\nforth; \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\nEmployee agrees to enter into and remain in the employ of the Company, during\nthe term of this Agreement and on the other terms and conditions hereafter set\nforth.\n\n         2. Term. The term of this Agreement shall commence on _________________\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 which is six months before the third\nanniversary of the Commencement Date and on the date which is six months before\neach subsequent anniversary of the Commencement Date (the \"Extension Effective\nDate\") for successive periods of twelve months each, unless either party shall\nhave given written notice to the other party, in the manner set forth in\nparagraph 8(e) or (f) below, prior to the Extension Effective Date in question,\nthat the term then in effect is not to be extended or further extended, as the\ncase may be.\n\n         3. Positions and Responsibilities; Place of Performance. During the\nterm of this Agreement, the Employee agrees to serve the Company and the Company\nagrees to employ the Employee as its President and Chief Operating Officer\nreporting to the Chief Executive Officer of the Company (the \"CEO\"). In that\ncapacity he shall be responsible for managing and supervising, and shall have\nresponsibility for, the day-to-day management of the business operations of the\nCompany, subject to the authority of the CEO and the Board, and shall have all\nof the powers, authority, duties and responsibilities usually incident to the\nposition and role of President and Chief Operating Officer of the Company,\nincluding but not limited to responsibility for and authority with respect to\nand performing such other reasonable duties, consistent with the position of\nPresident and Chief Operating Officer, as may lawfully be assigned to him by the\nCEO or\n   2\nthe Board of Directors of the Company (the \"Board\"). In addition, if elected as\na member of the Board or a committee of the Board during the term of this\nAgreement (there being no obligation on the part of the Company, the Board or\nthe shareholders of the Company to elect the Employee as such or to nominate the\nEmployee for election as such) the Employee agrees to serve as such, without\nadditional compensation beyond that provided in this Agreement. In connection\nwith his employment by the Company, the Employee shall be based at the principal\nexecutive offices of the Company in Blauvelt, New York, and he agrees to\nrelocate his residence to that general vicinity if such relocation should be\nnecessary for him to serve at that location. During the term of this Agreement,\nthe Employee shall devote all his business time, attention, skill and efforts to\nthe faithful performance of his duties hereunder.\n\n         4. Compensation. For all services rendered by the Employee in any\ncapacity during the term of this Agreement, and for his undertakings with\nrespect to confidential information set forth in paragraph 6 below, the Employee\nshall be entitled to the following:\n\n                  (a) a salary, payable in installments not less frequent than\nmonthly, at the annual rate of $275,000.00, 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,\nor bonus plan as in effect from time to time, with the opportunity to receive an\naward in accordance with the terms and conditions of such plan, for each fiscal\nyear of the Company that commences or terminates during the term of this\nAgreement, of up to 40% of the Base Salary earned during such year (or such\nhigher percentage as the Board or a committee of the Board may prescribe from\ntime to time during the term of this Agreement), it being understood that any\naward for the fiscal year of the Company in which the term of this Agreement\ncommences or terminates pursuant to the terms hereof shall be prorated based on\nthe portion of such fiscal year that coincides with the term of this Agreement,\nand that any award for the fiscal year of the Company in which the term of this\nAgreement terminates pursuant to the terms hereof shall be made at the same time\nas awards (if any) are made to other participants with respect to such fiscal\nyear; and\n\n                  (c) participation in the Company's stock incentive plan as\nfrom time to time in effect, subject to the terms and conditions of such plan;\nand\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\n                                       2\n   3\n                  (e) participation in all Company health, welfare, savings and\nother employee benefit and fringe benefit plans (including vacation pay plans or\npolicies and life and disability insurance plans) in which other senior officers\nof the Company participate during the term of this Agreement, subject in all\nevents to the terms and conditions of such plans as in effect from time to time.\nNothing in this paragraph (e) shall preclude the Company 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 option plans, which are covered\nby paragraphs (b) and (c) above,\n\n         5. Termination of Employment.\n\n                  (a) Termination by the Company without Good Cause or by the\nEmployee for Good Reason. 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 the expiration of\nthe original 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\nEmployee without Good Reason. If, during the term of this Agreement, the\nEmployee's employment by the Company is terminated by the Company for Good Cause\nor by the Employee without Good Reason, the Employee shall not be entitled to\nreceive any compensation under paragraph 4 above accruing after the date of such\ntermination or any payment under paragraph 5(a) above. The provisions of this\nparagraph 6(b) shall be in addition to, and not in lieu of, any other rights and\nremedies the Company may have at law or in equity in respect of such termination\nof employment.\n\n                  (c) Good Cause Defined. For purposes of this Agreement, the\nCompany shall have \"Good Cause\" to terminate the Employee's employment during\nthe term of this Agreement if:\n\n                           (i) the Employee fails to substantially perform 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 an act of dishonesty\nresulting or intended to result directly or indirectly in gain or personal\nenrichment at the expense of the Company; or\n\n                           (iii) the Employee is grossly negligent or engages in\nwillful\n\n\n                                       3\n   4\nmisconduct or insubordination in the performance of his duties hereunder; or\n\n                           (iv) the Employee breaches his obligations under\nparagraph 6 below, relating to confidential information.\n\n                  (d) Good Reason Defined. For purposes of this Agreement, the\nEmployee shall have \"Good Reason\" to terminate his employment during the term of\nthis Agreement if:\n\n                           (i) the Company fails to provide compensation or\nbenefits that the Company is obligated to provide under paragraph 4 above and\nthe failure is not remedied within 30 days after the Company receives written\nnotice from the Employee of such failure; or\n\n                           (ii) the Company assigns the Employee duties,\nresponsibilities or reporting relationships not contemplated by paragraph 3\nabove without his consent, or limits his duties or responsibilities contemplated\nby paragraph 3 above in any respect materially detrimental to him, and in either\ncase the situation is not remedied within 30 days after the Company receives\nwritten notice from the Employee of the situation; or\n\n                           (iii) he is removed from, or not elected or reelected\nto, the office of President and Chief Operating Officer of the Company.\n\n         6. Confidential Information. The Employee agrees not to disclose,\neither while in the Company's employ or at any time thereafter, to any person\nnot employed by the Company, or not engaged to render services to the Company,\nexcept with the prior written consent of an authorized officer of the Company or\nas necessary or appropriate for the performance of 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 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 he will\nnot take with him, 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 secret processes, or which was obtained by\nhim or entrusted to him during the course of his employment with the Company.\n\n\n                                       4\n   5\n         7. Severability\n\n                  (a) In the event that any provision of this Agreement shall be\ndetermined to be invalid or unenforceable for any reason, the remaining\nprovisions of this Agreement not so invalid or unenforceable shall be unaffected\nthereby and shall remain in full force and effect to the fullest extent\npermitted by law; and\n\n                  (b) Any provision of the Agreement which may for any reason be\ninvalid or unenforceable in any jurisdiction shall remain in effect and be\nenforceable in any jurisdiction in which such provision shall be valid and\nenforceable.\n\n         8. General Provisions\n\n                  (a) No right or interest to or in any payments to be made\nunder this Agreement shall be subject to anticipation, alienation, sale,\nassignment, encumbrance, pledge, charge or hypothecation or to execution,\nattachment, levy or similar process, or assignment by operation of law.\n\n                  (b) To the extent that the Employee acquires a right to\nreceive payments from the Company under this Agreement, such right shall be no\ngreater than the right of an unsecured general creditor of the Company. All\npayments to be made hereunder shall be paid from the general funds of the\nCompany and no special or separate fund shall be established and no segregation\nof assets shall be made to assure payment of any amount hereunder.\n\n                  (c) This Agreement shall be governed by and construed and\nenforced in accordance with the laws of the State of New York, without giving\neffect to the principles of conflicts of laws of that State.\n\n                  (d) This Agreement shall be binding upon and inure to the\nbenefit of the Company, its successors and assigns, and the Employee, his heirs,\nlegatees, distributees and legal representatives.\n\n                  (e) Any notice or other communication to the Company pursuant\nto any provision of this Agreement shall be given in writing and will be deemed\nto have been delivered:\n\n                           (i) when delivered in person to the Corporate\nSecretary or Chief Executive Officer of the Company; or\n\n                           (ii) one week after it is deposited in the United\nStates certified or registered mail, postage prepaid, addressed to the Corporate\nSecretary of the Company at 300 Corporate Drive, Building #10, Bradley Corporate\nPark, Blauvelt, New York 10913 or at such other address of which the Company may\nfrom time to time give the Employee written notice in accordance with paragraph\n8(f) below.\n\n\n                                       5\n   6\n                  (f) Any notice or other communication to the Employee pursuant\nto any provision of the Agreement shall be given in writing and will be deemed\nto have been delivered:\n\n                           (i) when delivered to the Employee in person, or\n\n                           (ii) one week after it is deposited in the United\nStates certified or registered mail, postage prepaid, addressed to the Employee\nat _______________ or at such other address of which the Employee may from time\nto time give the Company written notice in accordance with paragraph 8(e) above.\n\n                  (g) No provision of this Agreement may be amended, modified or\nwaived unless such amendment, modification or waiver shall be agreed to in a\nwriting signed by the Employee and an authorized officer of the Company.\n\n                  (h) This instrument contains the entire Agreement of the\nparties relating to the subject matter of this Agreement and supersedes and\nreplaces all prior agreements and understandings with respect to such subject\nmatter, and the parties have made no agreements, representations or warranties\nrelating to the subject matter of this Agreement which are not set forth herein.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n                                            BARR LABORATORIES, INC.\n\n                                            By:\/s\/ Bruce L. Downey\n                                               -------------------\n\n\n                                       6\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-38963","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\/38963","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=38963"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38963"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38963"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38963"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}