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Exhibit 10(dd)
[PARTICLE DYNAMICS logo] EMPLOYMENT AND
CONFIDENTIAL INFORMATION AGREEMENT
This
Agreement ("Agreement") is entered into on May 5, 2003 between
PAUL
T. BRADY ("Employee") and PARTICLE DYNAMICS, INCORPORATED, a wholly
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. Particle Dynamics, Inc. 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
Particle Dynamics, Inc. 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 PRESIDENT, PARTICLE DYNAMICS, INC. Employee
acknowledges and agrees
that 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 TWENTY FIVE
THOUSAND
dollars per year ($225,000.00), payable at such intervals as
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 MAY 5,
2003, and
continue until MARCH 31, 2004, unless terminated sooner in
accordance 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
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 sixty (60) calendar days advance written notice. 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.
Form PDI-1 Rev
3/03
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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, Employee 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 supplies (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 other person or
entity.______________________________________
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