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Exhibit 10(aa)
[ETHEX logo]
EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
This
Agreement ("Agreement") is entered into on JANUARY 30, 2006
between
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PATRICIA McCULLOUGH ("Employee") and ETHEX CORPORATION ("ETHEX"), a
wholly
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owned subsidiary of KV PHARMACEUTICAL COMPANY ("KV"), a Delaware
corporation
("Employer").
In
consideration of Employee's employment or continued employment
by
Employer and other valuable consideration, the receipt and
sufficiency of
which are acknowledged, Employee agrees as follows:
1. AFFILIATES. ETHEX and/or KV have or may in the future have one
or more
parents, subsidiaries and/or affiliated companies (collectively
referred to
in the remainder of this Agreement along with ETHEX and KV as
the
"Companies"). From time to time, Employer and the Companies may
exchange or
use facilities, technology and/or Confidential Information (as that
term is
defined in Paragraph 6 below) of the other. The covenants in this
Agreement
are for the benefit and protection of the Employer and the
Companies.
2. NATURE OF EMPLOYMENT. Employee is hereby employed by Employer in
the
position of CHIEF EXECUTIVE OFFICER. Employee acknowledges and
agrees that
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his/her job title and/or responsibilities may change from time to
time.
Employee further agrees that, at all times, (s)he shall devote
his/her full
time and best efforts to performing all duties reasonably assigned
by
Employer.
3. COMPENSATION. As compensation for Employee's services to
Employer,
Employee will receive a base salary at the rate of TWO HUNDRED
EIGHTY FIVE
-----------------------
THOUSAND dollars per year ($285,000.00), payable at such intervals
as
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Employer pays its other employees at comparable employment levels.
Employee
will be entitled to participate in the fringe benefits normally
provided to
other employees at comparable employment levels. Employee's
compensation
will be subject to Employer's normal compensation review.
4. TERM. The initial term of this Agreement shall begin on JANUARY
30, 2006,
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and continue until APRIL 1, 2007, unless terminated sooner in
accordance
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with this Agreement. If not terminated sooner, this Agreement
will
automatically renew for successive one (1) year periods unless and
until
either party terminates this Agreement. Termination of this
Agreement by
either party, for any reason, will in no manner affect the
covenants
contained in Sections 6-11 of this Agreement.
5. TERMINATION.
A.
Employee may terminate this Agreement, for any reason, with ONE
---
HUNDRED TWENTY (120) calendar days advance written notice. Employer
may elect
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to have the Employee cease work at any time during the notice
period for any
reason, including without limitation, the reasons set forth in
Paragraph 5C
below. In such event, Employer's obligation to provide Employee
with
compensation and benefits will end when Employee ceases to work.
Employer's
exercise of this option will not be construed as a termination by
Employer.
B.
Employer may terminate this Agreement for any reason by giving
the
Employee ONE HUNDRED TWENTY (120) calendar days advance written
notice.
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Employer may, in its sole discretion, either permit Employee to
work during
the notice period, or pay Employee in lieu of having Employee
continue to
work. If Employer exercises this right and option, it shall pay
Employee, on
Employer's regularly scheduled paydays and in accordance with
Employer's
regular pay practices, either: (A) Employee's regular weekly
compensation for
the notice period or (B) one-half (1/2) of Employee's regular
weekly
compensation for a period of twice the notice period. Employer
reserves the
right to cease the payment(s) described above if, in Employer's
reasonable
determination, Employee breaches this Agreement during the period
of such
payments. If Employer elects to pay Employee in lieu of Employee
continuing
to work, Employer will pay Employee's regular wages for the notice
period,
less whatever compensation Employee receives from other full-time
employment
during the notice period. Notwithstanding the foregoing, Employer
may
terminate this Agreement without prior written notice to Employee
or any
continuing compensation obligations if, in Employer's
reasonable
determination, Employee has breached this Agreement or Employee has
engaged
in dishonesty, disloyalty, failure to perform his/her duties to
Employer or
any act which may be harmful to the reputation of Employer and/or
the
Companies.
C.
Employee agrees to faithfully, diligently, and to the best of
her/his ability, experience and talents, perform all of the duties
required
prior to notice if Employee continues to work during the notice
period. In
all situations, Employee will comply with the terms of this
Agreement and
will engage in honest, faithful and loyal conduct during the notice
period.
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6. CONFIDENTIAL INFORMATION. In the course of performing
his/her
responsibilities, as well as through training pertaining to the
business of
the Companies, Emp1oyee has or may come into possession of
technical,
financial, sales and/or other business information pertaining to
Employer
and/or the Companies which is not published or readily available to
the
public, and from which the Employer and/or the Companies may derive
economic
value, actual or potential, including, but not limited to, trade
secrets,
techniques, designs, formulae, methods, processes, devices,
machinery,
equipment, inventions, research and development projects, programs,
plans
and data, clinical projects and data, plans for future
developments,
marketing concepts and plans, pricing information, licensing
agreements, and
lists of or other information pertaining to and/or received from
Employer,
employees of the Companies, customers and/or suppliers
(collectively
referred to as "Confidential Information"). Employee acknowledges
that the
Confidential Information is important to and greatly affects the
success of
the Employer and the Companies in a competitive marketplace.
Employee
further agrees that while employed by Employer or any of the
Companies, and
at all times thereafter, regardless of how, when and why that
employment
ends, Employee will hold in the strictest confidence, and will not
directly
or indirectly disclose, duplicate and/or use for himself/herself or
any
other person or entity any Confidential Information without the
prior
written consent of an officer of Employer, or unless required to do
so in
order to perform his/her responsibilities while employed by
Employer.
7. PUBLICATION. It is expressly agreed between Employee and the
Companies
that Employee will hold in confidence and not make use of any
Confidential
Information at any time except as required in the course and
performance of
the Employee's employment with Employer or as otherwise agreed to
in writing
by the Corporate Communications Officer of Employer. Employee
agrees not to
publish or cause or permit to be published or otherwise disclose
any
article, oral presentation or material related to Employer and/or
the
Companies, including without limitation the Employer's and/or the
Companies'
Confidential Information and information related to any products or
proposed
products, without obtaining the prior written consent of the
Corporate
Communications Officer.
8. NO OTHER CONTRACT. Except as listed below, Employee warrants
that (s)he
is not bound by the terms of any other agreement, oral or written,
which
would limit or preclude him/her from disclosing to Employer and/or
the
Companies any idea, invention, discovery or other information
pertaining or
related to Employee's responsibilities. Employee agrees to promptly
provide
Employer with a copy of any and all agreements listed below, and
other
agreements which may prohibit or restrict his/her employment with
Employer.
Employee further agrees not to disclose to Employer or the
Companies, or to
seek to induce Employer or the Companies to use any
confidential
information, material or trade secrets belonging to any
oth
