{"id":40500,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-agreement-bio-technology-general-corp-and-norman-w.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-bio-technology-general-corp-and-norman-w","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-bio-technology-general-corp-and-norman-w.html","title":{"rendered":"Severance Agreement &#8211; Bio-Technology General Corp. and Norman W. Barton"},"content":{"rendered":"<pre>                               SEVERANCE AGREEMENT\n\n            AGREEMENT made as of April 26, 1996, between BIO-TECHNOLOGY GENERAL\nCORP., a Delaware corporation with an office at 70 Wood Avenue South, Iselin,\nNew Jersey 08830 (the 'Company'), and Norman W. Barton, Ph.D, 19 Overshot,\nPhoenix, MD 21131 (the 'Executive').\n\n                              W I T N E S S E T H :\n\n            WHEREAS, the Executive holds the office of Vice President - Medical\nAffairs of the Company, and the Executive and the Company desire to establish\ntheir rights in the event that Executive ceases to be employed by the Company.\n\n            NOW, THEREFORE, in consideration of the premises, and for good and\nvaluable consideration, the receipt and sufficiency of which is hereby\nestablished, the parties hereto agree as follows:\n\n            1. (a) In the event that Executive's employment is terminated by the\nCompany at any time for any reason other than justifiable cause (as defined\nbelow), disability (as defined below) or death, the Company shall (i) pay to\nExecutive, in full satisfaction and in lieu of any and all other payments due\nand owing to Executive as a result of the termination of Executive's employment\nwith the Company (other than any payments constituting reimbursement of expenses\nof the type which the Company had routinely paid in the past), a severance\npayment in an amount equal to his then annual salary (less all amounts, if any,\nrequired to be withheld), payable bi-weekly in equal installments, and (ii)\ncontinue to allow Executive to participate, at the Company's expense and to the\nsame extent that Executive had participated prior to termination of his\nemployment, in the Company's health insurance and disability insurance programs,\nto the extent permitted under such programs, until the earlier of (x) one (1)\nyear or (y) Executive becoming eligible to participate in another employer's\ngroup health and disability insurance plans. Executive shall notify the Company\nof his acceptance of a position with a new employer, together with the specific\ndate on which Executive shall become eligible for coverage in such new\nemployer's health and disability insurance programs, such notice to be given\nwithin fifteen (15) days following commencement of such employment.\n\n            (b) Upon Executive's 'disability,' the Company shall have the right\nto terminate Executive's employment. Notwithstanding any inability to perform\nhis duties, Executive shall be entitled to continue to receive payment on a\nbi-weekly basis of the pro rata portion of his then annual salary until he\nbegins to receive long-term disability insurance benefits under the policy\nprovided by the Company to the Executive. Any termination pursuant to this\nsubsection (b) shall be effective on the date thirty (30) days after which\nExecutive shall have received written notice of the Company's election to\nterminate. For the purposes of this Agreement, the term 'disability' shall mean\nthe inability of Executive, due to illness, accident or any other physical or\nmental incapacity,\n\n\n\nsubstantially to perform his duties for a period of three (3) consecutive months\nor for a total of six (6) months (whether or not consecutive) in any twelve (12)\nmonth period during the term of his employment, as reasonably determined by the\nBoard of Directors of the Company in its sole discretion after examination of\nExecutive by an independent physician reasonably acceptable to Executive.\n\n            (c) If Executive shall die during the term of his employment, the\nestate of Executive shall thereupon be entitled to receive such portion of\nExecutive's annual salary as has been accrued through the date of his death and\nsuch bonus, if any, as the Board of Directors in its sole discretion may\ndetermine to award taking into account Executive's contributions to the Company\nprior to his death. If Executive's death shall occur while he is on Company\nbusiness, the estate of Executive shall be entitled to receive, in addition to\nthe other amounts set forth in this subsection (c), an amount equal to one-half\nhis then annual salary.\n\n            (d) For the purposes hereof, the term 'justifiable cause' shall mean\nand be limited to: Executive's conviction (which, through lapse of time or\notherwise, is not subject to appeal) of any crime or offense involving money or\nother property of the Company or its subsidiaries or which constitutes a felony\nin the jurisdiction involved; Executive's performance of any act or his failure\nto act, for which it is determined by independent counsel retained by the Board\nof Directors (which may be counsel for the Company), after due inquiry in which\nExecutive is given the opportunity to be heard, that if Executive were\nprosecuted and convicted, a crime or offense involving money or property of the\nCompany or its subsidiaries, or which would constitute a felony in the\njurisdiction involved, would have occurred; any unauthorized disclosure by\nExecutive to any person, firm or corporation other than the Company, its\nsubsidiaries and its and their directors, officers and employees, of any\nconfidential information or trade secret of the Company or any of its\nsubsidiaries; any attempt by Executive to secure any improper personal profit in\nconnection with the business of the Company or any of its subsidiaries, such\ndetermination to be made in the good faith judgment of the Board of Directors;\nthe failure by Executive to devote his full time to the affairs of the Company\nand its subsidiaries; the failure of Executive to satisfactorily render services\nto the Company, such determination to be made in the good faith judgment of the\nBoard of Directors; Executive's pursuit of activities which in the reasonable\ndetermination of the Board of Directors of the Company are inimical, or\ncontrary, to the best interests of the Company; the engaging by Executive in any\nbusiness other than the business of the Company and its subsidiaries which\ninterferes with the performance of his duties hereunder, such determination to\nbe made in the good faith judgment of the Board of Directors; or Executive's\nrepeated and willful failure to follow the instructions of the officer he\nreports to or the policies established by the Board of Directors and\ncommunicated to Executive (other than instructions or policies which are illegal\nor improper) where such conduct shall not have ceased or offense cured within\nthirty (30) days following written warning from the Company. Upon termination of\nExecutive's employment for justifiable cause, Executive shall not be entitled to\nany amounts or benefits hereunder other than such portion of Executive's annual\nsalary as has been accrued through the date of his termination of employment.\n\n            2. Nothing in this Agreement shall preclude the Executive from\npracticing medicine one day a month.\n\n\n\n            3. Executive agrees that for a period of one (1) year following the\ntermination of Executive's employment, Executive shall not, directly or\nindirectly, request or cause any collaborative partners, universities,\ngovernmental agencies, contracting parties, suppliers or customers with whom the\nCompany or any of its subsidiaries has a business relationship to cancel or\nterminate any such business relationship with the Company or any of its\nsubsidiaries or solicit, interfere with or entice from the Company any employee\n(or former employee) of the Company.\n\n            4. Nothing in this Agreement shall give Executive any right to\ncontinue in the employ of the Company or any of its subsidiaries or interfere in\nany way with the right of the Company or any of its subsidiaries to terminate\nExecutive's employment with or without cause.\n\n            5. No amendment or alteration of the terms of this Agreement shall\nbe valid unless made in writing and signed by both of the parties hereto.\n\n            6. This Agreement shall be governed by the laws of the State of New\nJersey applicable to agreements made and to be performed therein.\n\n            7. This Agreement contains the entire agreement of the parties with\nrespect to the subject matter hereof and shall be binding upon and inure to the\nbenefit of the parties hereto and their respective legal representatives, heirs,\ndistributors, successors and assigns. Notwithstanding the foregoing, all prior\nagreements between Executive and the Company relating to Executive's employment,\nthe confidentiality of information, trade secrets, patents and stock options\nshall not be affected by this Agreement.\n\n            IN WITNESS WHEREOF, the parties hereto have executed this Agreement\nas of the date and year first above written.\n\n\n                                       BIO-TECHNOLOGY GENERAL CORP.\n\n\n                                       By: \/s\/\n                                           -------------------------------------\n\n\n                                       \/s\/ Norman W. Barton\n                                       -----------------------------------------\n                                       Norman W. Barton, Ph.D.\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6900],"corporate_contracts_industries":[9406],"corporate_contracts_types":[9539,9551],"class_list":["post-40500","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bio-technology-general-corp","corporate_contracts_industries-drugs__botanical","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40500","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=40500"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40500"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40500"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40500"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}