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Exhibit 10(bb)
[KV logo]
K-V PHARMACEUTICAL COMPANY
EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
This
Agreement ("Agreement") is entered into on May 23, 1994,
between
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Michael S. Anderson ("Employee") and K-V PHARMACEUTICAL COMPANY, a
Delaware
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corporation ("KV").
In
consideration of Employee's employment or continued employment by
KV
and other valuable consideration, the receipt and sufficiency of
which are
acknowledged, Employee agrees as follows:
1.
AFFILIATES. KV has or may in the future have one or more
subsidiaries and/or affiliated companies (collectively referred to
in the
remainder of this Agreement as the "Companies"). From time to time,
KV and
the Companies may exchange or use facilities, technology and/or
Confidential
Information (as that term is defined below) of the other. The
covenants in
this Agreement are for the benefit and protection of KV and the
Companies.
2.
NATURE OF EMPLOYMENT. Employee is hereby employed by KV in the
position of President. ETHEX. Employee acknowledges and agrees that
his/her
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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
KV.
3. COMPENSATION. As
compensation for Employee's services to KV,
Employee shall receive a base salary at the rate of One Hundred
Seventy
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Thousand Dollars ($170,000.00**) per year, payable at such
intervals as
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KV pays its other employees. In addition, Employee shall be
entitled to
participate in the fringe benefits normally provided to other KV
employees
at comparable employment levels. Employee's compensation shall be
subject to
KV's normal compensation review.
4.
TERM. The initial term of this Agreement shall begin on May 23,
1994,
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and continue until March 31, 1995, unless terminated sooner in
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accordance with paragraph 5 of this Agreement. If not terminated
sooner
under paragraph 5 hereof, this Agreement shall automatically renew
for
successive one (1) year periods unless and until either party
terminates
this Agreement pursuant to the provisions of paragraph 5.
Termination of
this Agreement by either party, for any reason, shall in no manner
affect
the covenants contained in paragraphs 6-11 of this Agreement.
5.
TERMINATION. Either party may terminate this Agreement, for any
reason, by giving the other party thirty (30) calendar day's
advance written
notice. KV may, at its sole discretion, elect to pay Employee in
lieu of
having Employee continue to work during the notice period. If KV
exercises
this right and option, it shall pay Employee, on KV's regularly
scheduled
paydays and in accordance with KV's regular pay practices, either:
(A)
Employee's regular wages for a period of thirty (30) calendar days
or (B)
one-half (1/2) of Employee's regular wages for a period of sixty
(60)
calendar days. KV reserves the right to cease the payment(s)
described above
if, in KV's reasonable determination, Employee breaches this
Agreement
during the period of such payments. Notwithstanding the foregoing,
KV may
terminate this Agreement without prior written notice to Employee
or any
continuing compensation obligations if, in KV's reasonable
determination,
Employee has breached this Agreement or Employee's continued
employment is
detrimental to KV's best interests. By way of example, but not
limitation,
Employee's continued employment will be deemed detrimental to KV's
best
interests if Employee has engaged in dishonesty, disloyalty,
failure to
perform his/her duties to KV or any act which may be harmful to
the
reputation of KV and/or the Companies.
6.
CONFIDENTIAL INFORMATION. In the course of performing his/her
responsibilities as an employee of KV, Employee has or may come
into
possession of technical, financial or business information
pertaining to KV
and/or the Companies which is not published or readily available to
the
public, 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 employees, customers
and/or
suppliers ("Confidential Information"). Employee acknowledges that
the
Confidential Information is important to and greatly affects the
success of
KV and the Companies in a competitive, worldwide marketplace.
Employee
further agrees that while employed by KV and at all times
thereafter,
regardless of how, when and why that employment ends, Employee
shall hold in
the strictest confidence, and shall not disclose, duplicate and/or
use for
himself/herself or any other person or entity any Confidential
Information
without: (A) the prior written consent of an officer of KV, or (B)
unless
required to do so in order to perform his/her responsibilities
while
employed by KV.
7.
PUBLICATION. Employee agrees not to publish or cause or permit to
be
published any article, oral presentation or material related to KV
and/or
the Companies, including any information related to any products or
proposed
products, without obtaining the prior written consent of an officer
of KV.
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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 KV and/or
the
Companies any idea, invention, discovery or other information
pertaining or
related to Employee's responsibilities as an employee of KV.
Employee
agrees to promptly provide KV with a copy of any and all agreements
listed
below. Employee further agrees not to disclose to KV or the
Companies, or to
seek to induce KV or the Companies to use any confidential
information,
material or trade secrets belonging to any other person or
entity.__________
___________________________________________________________________________
___________________________________________________________________________.
9.
RIGHT TO WORK PRODUCT. Any and all designs, inventions,
discoveries,
improvements, specifications, technical data, reports, business
plans and
other embodiments of Employee's work conceived, made, discovered
and/or
produced by Employee during the period of his/her employment by KV,
either
solely or jointly with others: (A) in the course of performing
his/her
duties for KV, (B) which are based, in whole or part, upon
Confidential
Information, the resources, supplies, facilities or business,
technical or
financial information of KV and/or the Companies, or (C) which
relate to the
business or the anticipated research and development of KV, the
Companies or
both ("Work Product"), shall be the sole property of KV and
available to KV
at all times. Employee agrees to promptly disclose and assign and
hereby
assigns to KV, without royalty or other additional consideration,
any and
all of Employee's proprietary rights to any and all Work Product.
Employee
further agrees that during his/her employment by KV and after
that
employment ends, regardless of how, when and why, (s)he shall, upon
KV's
request: (A) execute any and all applications for copyright and/or
patent of
Work Product which may be prepared for his/her signature, (B)
assign to KV
any and all such applications, copyrights and patents relating
thereto, and
(C) assist KV, as KV deems necessary, in order for KV to apply for,
defend
or enforce any copyright or patent. KV shall pay all expenses of
preparing,
filing and prosecuting any such application and of obtaining such
copyrights
and patents. In the event Employee is not employed by KV at the
time any
request for assistance is made by KV, KV shall pay Employee a
reasonable
payment for Employee's time and shall schedule any needed
assistance so as
to not to interfere with Employee's then current employment and
obligations.
10.
RETURN OF PROPERTY. Upon the termination of Employee's
employment
with KV, regardless of how, when and why that employment ends,
Employee
shall immediately deliver to KV all property of KV and all property
of the
Companies, including, but not limited to, all records and
documents
(including all copies) containing or relating to Confidential
Information.
11.
RESTRICTIVE COVENANTS. The parties acknowledge and agree that
at
the time this Agreement was entered, the business of KV and the
Companies
included, but was not limited to, the contract or private label
manufacture
for other marketers or distributors of pharmaceutical preparations
or
specialty chemicals, and the research, development, manufacture,
sale and
distribution of drug delivery products and technology. Employee
agrees that
during the thirty-six (36) consecutive months immediately
following
termination of Employee's employment with KV, regardless of how,
when or why
that employment ends, Employee shall not in any manner or in any
capacity,
directly or indirectly, for himself/herself or any other person or
entity,
actually or attempt:
(A)
to perform any of the
same or similar responsibilities as Employee
performed for KV under this Agreement, on behalf of or for any
business that engages in the same or similar business as:
(i) KV anywhere KV has
conducted business, or
(ii) the Companies anywhere the Companies have conducted
business during the twenty-four (24) months immediately
preceding termination of employment; or
(B)
to interfere with or
take away:
(i) any customer of KV
that has conducted business with KV, or
(ii) any customer of the Companies that has conducted business
with the Companies during the twenty-four (24) months
immediately preceding termination of employment; or
(C)
to interfere with any
of the suppliers of KV and/or the Companies,
including, without limitation, reducing in any material way the
willingness or capability of any supplier to continue supplying
KV
with its and/or the Companies with their present or
contemplated
requirements; or
(D)
to solicit or
interfere with the relationship between KV and any
of its employees or agents, and/or the Companies and any of
their
employees or agents; or
(E)
to acquire any
interest in any business that engages in the same
or similar business as:
(i) KV anywhere KV has
conducted business, or
(ii) the Companies anywhere the Companies have conducted
business during the twenty-four (24) months immediately
preceding termination of employment.
Employee further agrees that (s)he shall not engage in any of the
activities
listed above while (s)he is employed by KV.
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Employee acknowledges and agrees that his/her experience, knowledge
and
capabilities are such that (s)he can obtain employment in
unrelated
pharmaceutical, chemical, food, industrial, household,
confectionery or
other businesses, and that the enforcement of this paragraph 11 by
way of
injunction would not prevent Employee from earning a livelihood.
Employee
further agrees that if (s)he has any question(s) regarding the
scope of
activities restricted by this paragraph 11, (s)he shall, to avoid
confusion
or misunderstanding, submit the question(s) in writing to an
officer of KV
for a written response by KV. Employee additionally agrees to keep
KV advised
of the identity of his/her employer and his/her work location
during the
period covered by this paragraph 11.
12.
INVESTMENT SECURITIES. Anything to the contrary
notwithstanding,
nothing in this Agreement shall limit the right of Employee as an
investor
to hold or to acquire the stock or other investment securities of
any
business entity that is registered on a national securities
exchange or
regularly traded on a generally recognized over-the-counter market,
so long
as Employee's interest of any such business entity does not exceed
five
percent (5%) of the ownership of that business entity.
13. MATERIAL BREACH.
Any breach of this Agreement shall be a material
breach of this Agreement.
14.
EMPLOYEE CONSENT. In order to preserve the rights under this
Agreement of KV and the Companies, KV and/or the Companies may
advise any
third party with whom Employee may consider, establish or contract
a
relationship of the existence of this Agreement and of its terms.
KV and the
Companies shall have no liability for so acting.
15.
CONTROLLING LAW. This Agreement shall be construed in
accordance
with the laws of the State of Missouri. The parties agree that
any
controversy arising with respect to this Agreement shall fall under
the
exclusive jurisdiction of the Circuit Court of the County of St.
Louis,
Missouri, and each party hereby consents to the jurisdiction of
that court.
16.
REMEDIES. Employee agrees that the promises in this Agreement
are
reasonable and necessary to protect the legitimate business
interests of KV
and the Companies, that any violation by Employee of any of the
promises in
this Agreement would result in great damage and irreparable injury
to KV
and/or the Companies, and that KV and/or the Companies have the
right to any
and all legal and/or equitable remedies available for breach of
this
Agreement. Employee further agrees that enforcement by KV and/or
the
Companies of the promises contained in this Agreement by way of
injunction
would not prevent Employee from making a living.
17.
SEVERABILITY. In the event any whole or partial provision in
this
Agreement is deemed unenforceable, it shall not invalidate the
rema
