{"id":38964,"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-salah-u-ahmed.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-barr-laboratories-inc-and-salah-u-ahmed","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-barr-laboratories-inc-and-salah-u-ahmed.html","title":{"rendered":"Employment Agreement &#8211; Barr Laboratories Inc. and Salah U. Ahmed"},"content":{"rendered":"<pre>EMPLOYMENT AGREEMENT\n\nAGREEMENT dated as of the 7th day of February, 2001 between Barr Laboratories,\nInc., a New York corporation having its principal executive offices at 300\nCorporate Drive, Building #10, Bradley Corporate Park, Blauvelt, New York 10913\n(the \"Company\"), and Salah U. Ahmed (the \"Employee\").\n\nWITNESSETH:\n\nWHEREAS, the Company wishes to assure itself of the services of the Employee and\nprovide an inducement for the Employee to remain in its employ; and\n\nWHEREAS, the Employee is willing to remain in the employ of the Company for the\nperiod and on the other terms and conditions hereafter set forth;\n\nNOW, THEREFORE, the Company and the Employee hereby agree as follows:\n\n1. 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\n2. 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\n3. Positions and Responsibilities; Place of Performance. \n\n(a) Throughout the term of this Agreement, the Employee agrees to remain in the\nemploy of the Company, and the Company agrees to employ the Employee, as its\nSenior Vice President, Research &amp; Development, reporting to the Chief Executive\nOfficer of the Company (the \"CEO\"), and \/or the President and Chief Executive\nOfficer (the \"COO\"). As the Senior Vice President, Research &amp; Development of\nthe Company, the Employee shall be responsible for managing and supervising, and\nshall have responsibility for the day-to-day conduct of, the research and\ndevelopment activities of the Company, other than new proprietary drug discovery\nand development activities, subject to the authority of the Board of Directors\nof the Company (the \"Board) and the CEO and the COO, and shall have all of the\npowers, authority, duties and responsibilities usually incident to the position\nand role of Senior Vice President, Research &amp; Development (other than with\nrespect to new proprietary drug discovery and development activities), and shall\nperform such other reasonable duties, consistent with the position of Senior\nVice President, Research &amp; Development, as may lawfully be assigned to him by\nthe Board or the CEO or the COO.\n\n(b) In connection with his employment by the Company, the Employee shall be\nbased at the principal executive offices of the Company in Rockland County, New\nYork and 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\n\n\n(c) During the term of this Agreement, the Employee shall serve the Company on\nan exclusive basis and shall devote all his business time, attention, skill and\nefforts to the faithful performance of his duties hereunder; provided that the\nEmployee may engage in community service and charitable activities that do not\ninterfere with the performance of his duties and responsibilities hereunder.\n\n4. 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 monthly, at the\nannual rate of two hundred and twenty thousand dollars ($220,000.00), with such\nincreases in such rate, if any, as the Compensation Committee of the Board may\napprove 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 bonus plan as\nin 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 hereof shall be made at the same time as awards\n(if any) are made to other participants with respect to such fiscal year;\n\n(c) participation in the Company's stock incentive plan as from time to time in\neffect, subject to the terms and conditions of such plan;\n\n(d) the business and personal use of an automobile at Company expense including,\nwithout limitation, payment or reimbursement of automobile insurance and\nmaintenance expenses in accordance with the Company's automobile policy\napplicable to senior officers on the date of this Agreement;\n\n(e) participation in all Company health, welfare, savings and other employee\nbenefit and fringe benefit plans (including vacation pay plans or policies and\nlife and disability insurance plans) in which other senior 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\n5.Termination of Employment.\n\n(a) Termination by the Company without Good Cause or by the Employee for Good\nReason.\n\n(i) If during the term of this Agreement the Employee's employment with the\nCompany is terminated by the Company without Good Cause or is terminated by the\nEmployee for Good Reason other than at or after the expiration of the term of\nthis Agreement as the same may have been extended in accordance with the\nprovisions of paragraph 2 above, the Company, subject to compliance by the\nEmployee with the provisions of paragraph 6 below, relating to confidential\ninformation, shall, as liquidated damages, and as additional consideration for\nthe Employee's \n\n\n\n\nundertakings under paragraph 6 below, pay the Employee a lump sum amount of\nmoney equal to 1.5 times the Employee's Base Salary.\n\n(ii) If the term of this Agreement as the same may have been extended in\naccordance with the provisions of paragraph 2 above is not extended or further\nextended because the Company gives written notice of non-extension to the\nEmployee as provided in paragraph 2 above, and the Company does not have Good\nCause for termination of the Employee's employment at the time of giving such\nnotice, then the Company, subject to fulfillment by the Employee of his\nobligations under this Agreement during the balance of the term and his\ncompliance with the provisions of paragraph 6 below, relating to confidential\ninformation, shall, as non-renewal compensation, and as additional consideration\nfor the Employee's undertakings under this Agreement including paragraph 6\nbelow, pay the Employee a lump sum amount of money equal to 1.0 times the\nEmployee's Base Salary. The Company shall pay such amount upon the expiration of\nthe term that is in effect at the time the Company gives such written notice of\nnon-extension to the Employee.\n\n(iii) The foregoing provisions of (including any payments under) this paragraph\n5(a) shall be in lieu of any severance pay that may be payable under any plan or\npractice of the Company. Subparagraphs 5(a)(i) and 5(a)(ii) above are intended\nto be mutually exclusive, and in no event shall such subparagraphs, either\nindividually or collectively, be construed to require the Company to pay an\namount of money in excess of 1.5 times the Employee's Base Salary under such\nsubparagraphs, either individually or collectively.\n\n(b) Termination by the Company for Good Cause or by the Employee without Good\nReason. If, during the term of this Agreement, the Employee's employment by the\nCompany is terminated by the Company for Good Cause or by the Employee without\nGood Reason, the Employee shall not be entitled to receive any compensation\nunder paragraph 4 above acruing after the date of such termination or any\npayment under paragraph 5(a) above. The provisions of this paragraph 6(b) shall\nbe in addition to, and not in lieu of, any other rights and remedies the Company\nmay have at law or in equity or under any other provision of this Agreement in\nrespect of such termination of employment.\n\n(c) Good Cause Defined. For purposes of this Agreement, the Company shall have\n\"Good Cause\" to terminate the Employee's employment during the term of this\nAgreement if:\n\n(i) the Employee fails to substantially perform his duties hereunder for any\nreason or fails to devote substantially all his business time exclusively to the\naffairs of the Company, and such failure is not discontinued within a reasonable\nperiod of time, in no event to exceed 30 days, after the Employee receives\nwritten notice from the Company of such failure; or\n\n(ii) the Employee commits an act of dishonesty resulting or intended to result\ndirectly or indirectly in gain or personal enrichment at the expense of the\nCompany; or\n\n(iii) the Employee is grossly negligent or engages in willful misconduct or\ninsubordination in the performance of his duties hereunder; or\n\n(iv) the Employee breaches his obligations under paragraph 6 below, relating to\nconfidential information.\n\n(d) Good Reason Defined. For purposes of this Agreement, the Employee shall have\n\"Good Reason\" to terminate his employment during the term of this Agreement only\nif:\n\n\n\n\n(i) the Company fails to provide compensation or benefits that the Company is\nobligated to provide under paragraph 4 above and the failure is not remedied\nwithin 30 days after the Company receives written notice from the Employee of\nsuch failure; or\n\n(ii) the Company assigns the Employee duties, responsibilities or reporting\nrelationships not contemplated by paragraph 3 above without his consent, or\nlimits his duties or responsibilities contemplated by paragraph 3 above in any\nrespect materially detrimental to him, and in either case the situation is not\nremedied within 30 days after the Company receives written notice from the\nEmployee of the situation; or\n\n(iii) he is removed from, or not elected or reelected to, the position of Senior\nVice President, Research &amp; Development of the Company, and the Company does not\nhave Good Cause for doing so; or \n\n(iv) the Company relocates his office outside of either the Company's principal\nexecutive offices or the greater New York City metropolitan area without his\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.\n\n6. Confidential Information. The Employee agrees not to disclose, either while\nin the Company's employ or at any time thereafter, to any person not employed by\nthe Company, or not engaged to render services to the Company, except with the\nprior written consent of an authorized officer of the Company or as necessary or\nappropriate for the performance of his duties hereunder, any confidential\ninformation obtained by him while in the employ of the Company, including,\nwithout limitation, information relating to any of the inventions, processes,\nformulae, plans, devices, compilations of information, research, methods of\ndistribution, suppliers, customers, client relationships, marketing strategies\nor trade secrets of the Company or any subsidiary thereof; provided, however,\nthat this provision shall not preclude the Employee from use or disclosure of\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\n7. Severability\n\n(a) In the event that any provision of this Agreement shall be determined to be\ninvalid or unenforceable for any reason, the remaining provisions of this\nAgreement not so invalid or unenforceable shall be unaffected thereby and shall\nremain in full force and effect to the fullest extent permitted by law; and\n\n(b) Any provision of this Agreement which may for any reason be invalid or\nunenforceable in any jurisdiction shall remain in effect and be enforceable in\nany jurisdiction in which such provision shall be valid and enforceable.\n\n8. General Provisions.\n\n\n\n\n(a) No right or interest to or in any payments to be made under this Agreement\nshall be subject to anticipation, alienation, sale, assignment, encumbrance,\npledge, charge or hypothecation or to execution, attachment, levy or similar\nprocess, or assignment by operation of law. All payments to be made by the\nCompany hereunder shall be subject to the withholding of such amounts as the\nCompany may determine it is required to withhold under the laws or regulations\nof any governmental authority, whether foreign, federal, state or local.\n\n(b) To the extent that the Employee acquires a right to receive payments from\nthe Company under this Agreement, such right shall be no greater than the right\nof an unsecured general creditor of the Company. All payments to be made\nhereunder shall be paid from the general funds of the Company and no special or\nseparate fund shall be established and no segregation of assets shall be made to\nassure payment of any amount hereunder.\n\n(c) This Agreement shall be governed by and construed and enforced in accordance\nwith the laws of the State of New York, without giving effect to the principles\nof conflicts of laws of that State.\n\n(d) This Agreement shall be binding upon and inure to the benefit of the\nCompany, 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 provision\nof this Agreement shall be given in writing and will be deemed to have been\ndelivered:\n\n(i) when delivered in person to the Corporate Secretary or Chief Executive\nOfficer of the Company; or\n\n(ii) one week after it is deposited in the United States certified or registered\nmail, postage prepaid, addressed to the Corporate Secretary of the Company at\n300 Corporate Drive, Building #10, Bradley Corporate Park, Blauvelt, New York\n10913 or at such other address of which the Company may from time to time give\nthe Employee written notice in accordance with paragraph 8(f) below.\n\n(f) Any notice or other communication to the Employee pursuant to any provision\nof the Agreement shall be given in writing and will be deemed to have been\ndelivered:\n\n(i) when delivered to the Employee in person, or\n\n(ii) one week after it is deposited in the United States certified or registered\nmail, postage prepaid, addressed to the Employee at his address as it appears on\nthe records of the Company or at such other address of which the Employee may\nfrom time to time give the Company written notice in accordance with paragraph\n8(e) above.\n\n(g) No provision of this Agreement may be amended, modified or waived unless\nsuch amendment, modification or waiver shall be agreed to in a writing signed by\nthe Employee and an authorized officer of the Company.\n\n(h) This instrument contains the entire agreement of the parties relating to the\nsubject matter of this Agreement and supersedes and replaces all prior\nagreements 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\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the\ndate first above written.\n\nBARR LABORATORIES, INC.\n\nBy:\n   -----------------------\n[SEAL]\nAttest:\n\n-----------------------\n\n\n\nSecretary\n          --------------------------\nEmployee\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-38964","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\/38964","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=38964"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38964"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38964"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38964"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}