AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

                                                                    EXHIBIT 10.6

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                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

 

            THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March 1,

2004 (the "Effective Date"), by and between Able Laboratories, Inc., a Delaware

corporation (the "Corporation"), and Shashikant C. Shah, the Vice President,

Quality/Regulatory. (the "Employee"). The Agreement will be effective on the

date on which the employee begins employment.

 

                              W I T N E S S E T H:

 

            WHEREAS, the Corporation desires to provide for the continuing

employment of Employee by the Corporation, and the Corporation and the Employee

desire to set forth the terms and conditions on which, from and after the

Effective Date, (i) the Corporation shall employ the Employee, (ii) the Employee

shall render services to the Corporation, and (iii) the Corporation shall

compensate the Employee for such services;

 

            NOW, THEREFORE, in consideration of the foregoing and the mutual

promises and covenants herein contained, the parties agree as follows:

 

1.          EMPLOYMENT; DUTIES

 

            (a) The Corporation engages and employs the Employee Shashikant C.

Shah as Vice President of Quality/Regulatory, and the Employee hereby accepts

engagement and employment of the Corporation. In the capacity of Vice President,

Quality/Regulatory Shashikant C. Shah, the Employee, will perform all such

executive and administrative duties and services for the Corporation as are

consistent with that position and as are assigned to the Employee from time to

time by the Corporation, including, but not limited to meeting production and

growth objectives set by the management.

 

2.          TERM

 

            The Employee's employment hereunder shall be for an initial period

of three (3) years commencing on the Effective Date and continuing through the

third anniversary thereof, unless sooner terminated as hereinafter provided in

Section 5 below (the "Initial Term"). Thereafter, the term and each extension

will be automatically extended for successive one-year periods (each a "Renewal

Term"), subject to the provision of Section 5, unless either party gives written

notice of termination to the other party at least sixty (60) days prior to the

expiration of the Initial Term or the Renewal Term, as the case may be.

 

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3.          COMPENSATION

 

            (a) Subject to the terms and conditions of this Agreement, as

compensation for the performance of his duties on behalf of the Corporation, the

Employee shall be compensated as follows:

 

                        (i) The Corporation shall pay the Employee a base salary

("Base  Compensation") at the rate of $225,000 per annum payable no less

frequently than monthly in arrears on or before the first day of each succeeding

month, plus other compensation as described below in Section 5.

 

                        (ii) The Corporation shall withhold all applicable

federal, state and local taxes, social security and workers' compensation

contributions and such other amounts as may be required by law or agreed upon by

the parties with respect to the compensation payable to the Employee pursuant to

this paragraph 3(a).

 

            (b) The Corporation shall reimburse the Employee for all reasonable

expenses incurred by the Employee in furtherance of the business and affairs of

the Corporation, including reasonable travel and entertainment, cell phone and

other incidental expenses and all such other expenses against receipt by the

Corporation of appropriate vouchers or other proof of the Employee's

expenditures and otherwise in accordance with such expense reimbursement policy

as may from time to time be adopted by the Board of Directors of the

Corporation.

 

            (c) The Employee shall be entitled to accrue paid vacation at the

rate of fifteen (15) business days per annum, plus all designated Corporation

holidays.

 

            (d) The Employee shall be eligible to participate in any Corporation

bonus plan as may be maintained in effect by the Corporation from time to time,

on a basis substantially equivalent to other members of the Corporation's senior

management.