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Exhibit 10(x)
EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
This Agreement ("Agreement") is entered into on January 26,
2004
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between Ronald J. Kanterman ("Employee") and KV PHARMACEUTICAL
COMPANY ("KV"),
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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. 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 along with 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 Vice President, Treasurer. Employee acknowledges
and agrees
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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
Fifty Thousand
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Dollars per year ($250,000.00), payable at such intervals as
Employer pays its
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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
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26, 2004, and continue until March 31, 2004, unless terminated
sooner in
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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
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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 thirty (30) 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
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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.
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 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 other person or
entity.
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