EXECUTIVE CHANGE IN CONTROL
SEVERANCE AGREEMENT
THIS EXECUTIVE
CHANGE IN CONTROL SEVERANCE AGREEMENT dated as of
___________________ (as the same may be amended, restated,
supplemented or otherwise modified from time to time hereafter,
this “Agreement”), is entered into between Columbia
Laboratories, Inc., a Delaware corporation having its corporate
offices at 354 Eisenhower Parkway, Livingston, New Jersey
(“Columbia” or the “Company”), and
________________ (“Executive”).
WITNESSETH
:
WHEREAS, the
Company desires to create a greater incentive for Executive to
remain in the employ of the Company, particularly in the event of
any possible change or threatened change in control of the Company;
and
NOW THEREFORE,
in partial consideration of Executive’s past and future
services to the Company and the mutual covenants contained herein,
the parties hereby agree as follows:
1.
Termination Following A Change
in Control
(a)
Qualifying Termination . Executive shall be
entitled to the compensation and benefits listed in Paragraph 1(b),
in addition to compensation and benefits to which Executive would
otherwise be entitled as of the date of termination, if
Executive’s employment with the Company is terminated either
(i) by the Company for any reason other than for Cause within 90
days before a Change in Control or within one year following the
occurrence of any Change in Control or successive Change in Control
or (ii) by Executive for Good Reason within one year following the
occurrence of any Change in Control or successive Change in
Control, and in each case Executive properly executes, and does not
revoke or attempt to revoke, a valid and reasonable release of
claims against the Company, its affiliates and their employees and
agents.
(b)
Compensation and Benefits . Within ten business
days after a Change in Control event (or the last day of any period
during which any release may be revoked by Executive), the Company
shall make a lump sum cash payment to Executive, subject to any
mandatory tax withholding, equal to one times Executive’s
Base Salary and Bonus for the year prior to the Change in Control
plus a lump sum payment equal to the value of the Fringe Benefits
provided to Executive for the year prior to the Change in
Control.
(a)
Bonus . “Bonus” shall mean the
greater of (i) the bonus, if any, paid to Executive in the year
prior to the Qualifying Termination, (ii) the bonus, if any, paid
to Executive in the year prior to the Change in Control, or (iii)
the Executive’s target bonus at the time of the Change in
Control.
(b)
Base Salary . “Base
Salary” shall mean the greater of (i) the annual rate of base
salary in effect for Executive at the time of the Qualifying
Termination or (ii) the annual rate of base salary in effect for
Executive at the time of the Change in Control.
(c)
Cause . “Cause” shall mean
termination based on (i) gross negligence, recklessness or
malfeasance in the performance of Executive’s duties;
(ii) Executive committing any criminal act; (iii) Executive
committing any act of fraud or other material misconduct resulting
or intending to result directly or indirectly in gain or personal
enrichment at the expense of Company; (iv) Executive willfully
engaging in any conduct relating to the business of Company that
could reasonably be expected to have a materially detrimental
effect on the business or financial condition of the Company;
(v) misconduct which materially discredits or damages Company,
or violates Company’s policies or procedures, after Company
has notified Executive of the actions Company deems to constitute
non-compliance; (vi) Executive materially breaches
Executive’s obligations relating to confidential information,
non-solicitation and non-competition.
(d)
Change In Control . “Change in
Control” shall have occurred if (a) there shall have
consummated (i) any consolidation or merger of Company in
which Company is not the continuing or
