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Exhibit 10(cc)
[KV logo]
K-V PHARMACEUTICAL COMPANY
EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
This
Agreement ("Agreement") is entered into on December 22, 1995,
between Richard H. Chibnall ("Employee") and K-V PHARMACEUTICAL
COMPANY, a
Delaware 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 Corporate Controller. 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 KV.
3.
COMPENSATION. As compensation for Employee's services to KV,
Employee
shall receive a base salary at the rate of One Hundred Thousand
Dollars
($100,000.00) per year, payable at such intervals as 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 December
22,
1995, and continue until March 31, 1996, unless terminated sooner
in
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.
CON
