<PAGE>
EXHIBIT 10.25
EMPLOYMENT AGREEMENT
THIS
AGREEMENT made by and between CAMBREX CORPORATION, a Delaware
corporation (the "Company"), and Gregory P. Sargen, (the
"Employee"), as of the
6th day of February, 2007.
WHEREAS,
the Employee presently is a key management employee of the
Company, namely its Vice President & Chief Financial Officer;
and
WHEREAS,
the Board of Directors of the Company (the "Board"), on the
advice of its Compensation Committee, has determined that it is in
the best
interests of the Company and its stockholders to assure that the
Company will
have the continued dedication of the Employee, notwithstanding the
possibility,
threat, or occurrence of a Change of Control (as defined below) of
the Company.
The Board believes it is imperative to diminish the inevitable
distraction of
the Employee by virtue of the personal uncertainties and risks
created by a
pending or threatened Change of Control, to encourage the
Employee's full
attention and dedication to the Company currently and in the event
of any
threatened or pending Change of Control which provides the Employee
with
individual financial security and which are competitive with those
of other
corporations. In order to accomplish these objectives, the Board
has caused the
Company to enter into this Agreement.
NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain
Definitions.
(a) The
"Effective Date" shall be the first date during the "Change of
Control Period" (as defined in Section 1(b)) on which a Change of
Control
occurs. Anything in this Agreement to the contrary notwithstanding,
if the
Employee's employment with the Company is terminated prior to the
date on which
a Change of Control occurs, and it is reasonably demonstrated that
such
termination (1) was at the request of a third party who has taken
steps
reasonably calculated to effect a Change of Control or (2)
otherwise arose in
connection with or anticipation of a Change of Control, then for
all purposes of
this Agreement the "Effective Date" shall mean the date immediately
prior to the
date of such termination.
(b) The
"Change of Control Period" is the period commencing on the date
hereof and ending on the third anniversary of such date; provided,
however, that
commencing on the date one year after the date hereof, and on each
successive
anniversary thereof (each such anniversary being hereinafter
referred to as a
"Renewal Date"), the Change of Control Period shall be
automatically extended so
as to end on the third anniversary of such Renewal Date unless at
least sixty
(60) days prior to such Renewal date the Company shall give notice
that the
Change of Control Period shall not be so extended, in which event
the then
current Change of Control Period shall not be extended and shall
end on the then
applicable ending date.
2. Change of
Control. For the purpose of this Agreement, a "Change of
Control" shall mean:
(a) the
acquisition (other than from the Company) by any person, entity
or
"group" (within the meaning of Section 13 (d)(3) or 14(d)(2) of the
Securities
Exchange Act of 1934 (the "Exchange Act") but excluding for this
purpose the
Company or its subsidiaries or any employee benefit plan of the
Company or its
subsidiaries which acquires beneficial ownership of voting
securities of the
Company) of "beneficial ownership" (within the meaning of Rule
13d-3 promulgated
under the Exchange Act) of fifteen percent (15%) or more of either
the then
<PAGE>
- 2 -
outstanding shares of common stock or the combined voting power of
the Company's
then outstanding voting securities entitled to vote generally in
the election of
directors; or
(b)
individuals who, as of the date hereof, constitute the Board (as
of
the date hereof the "Incumbent Board") cease for any reason to
constitute at
least a majority of the Board; provided that any person becoming a
member of the
Board subsequent to the date hereof whose election or nomination
for election by
the Company's stockholders (other than an election or nomination of
an
individual whose initial assumption of office is in connection with
an actual or
threatened election contest relating to the election of the
directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A
promulgated
under the Exchange Act) was approved by a vote of at least a
majority of the
directors then comprising the Incumbent Board shall be, for
purposes of this
Agreement, considered a member of the Incumbent Board; or
(c)
approval by the stockholders of the Company of either a
reorganization, or merger, or consolidation, with respect to which
persons who
were the stockholders of the Company immediately prior to such
reorganization,
merger or consolidation do not, immediately thereafter, own more
than fifty
percent (50%) of the combined voting power entitled to vote
generally in the
election of directors of the reorganized, merged or consolidated
entity's then
outstanding voting securities, or a liquidation or dissolution of
the Company,
or the sale of all or substantially all of the assets of the
Company; or
(d) the
sale or disposition by the Company of all or substantially all
of
the assets of the Company; or
(e) any
other event or series of events or which, notwithstanding any
of
the foregoing provisions of this Section 2 to the contrary, is
determined by a
majority of the Incumbent Board to constitute a Change of Control
for the
purposes of this Agreement.
3. Employment
Period. The Company hereby agrees to employ the Employee, and
the Employee hereby agrees to remain in the employ of the Company,
for the
period (the "Employment Period") commencing on the Effective Date
and ending on
the second anniversary of such date; provided, however, that if a
Change of
Control actually occurs but the Employee's employment is terminated
by the
Company other than for Cause (as defined in Section 5(b) hereof)
prior to the
occurrence of such Change of Control but within twelve (12) months
after
(a)
the commencement
of a tender offer for at least 15% of the Company's
common stock by any person (other than the Company, one of its
subsidiaries or any employee benefit plan sponsored or maintained
by
the Company or one of its subsidiaries) that has not been
withdrawn
on or before the date of such termination;
(b)
the commencement
of a proxy contest intended to remove control of
the Company's business from the Incumbent Board that has not
been
abandoned on or before the date of such termination; or
(c)
the execution of
a definitive agreement to merge or otherwise
consolidate the Company with or into another corporation or to
sell
a substantial
<PAGE>
- 3 -
portion of the Company's assets (in each case, other than a
transaction involving only the Company and one or more
corporations
or other entities directly or indirectly owned and controlled by
the
Company) that is still binding on the parties thereto at the date
of
such termination;
the Effective Date of this Agreement shall be deemed to be the day
immediately
prior to the date of such termination and the date of such
termination shall be
deemed to be the Employee's Date of Termination (as defined in
Section 5(e)
hereof) for the purposes of this Agreement.
4. Terms
of Employment.
(a) Position and
Duties.
(i) During the Employment Period, (A) the Employee's position
shall
be at least commensurate in all substantial respects with the
Employee's
position with the Company and its subsidiaries during the
ninety-day period
immediately preceding the Effective Date and (B) the Employee's
services shall
be performed at the location where the Employee was employed
immediately
preceding the Effective Date or any office or location less than
thirty-five
(35) miles from such location.
(ii) During the Employment Period, the Employee agrees to
devote
reasonable attention and time during normal business hours to the
business and
affairs of the Company and, to the extent necessary to discharge
the
responsibilities assigned to the Employee hereunder, to use the
Employee's
reasonable best efforts to perform faithfully and efficiently
such
responsibilities. It is expressly understood and agreed that to the
extent that
any outside activities have been conducted by the Employee prior to
the
Effective Date, the continued conduct of such activities subsequent
to the
Effective Date shall not thereafter be deemed to interfere with the
performance
of the Employee's responsibilities to the Company.
(b) Compensation.
(i) Base
Salary. During the Employment Period, the Employee shall
receive a base salary ("Base Salary") at a monthly rate at least
equal to the
highest monthly base salary paid or payable to the Employee by the
Company and
its subsidiaries during the twelve-month period immediately
preceding the month
in which the Effective Date occurs. During the Employment Period,
the Base
Salary shall be reviewed at least annually and shall be increased
at any time
and from time to time as shall be substantially consistent with
increases in
base salary awarded in the ordinary course of business to other key
employees of
the Company and its subsidiaries. Any increase in Base Salary shall
not serve to
limit or reduce any other obligation to the Employee under this
Agreement.
(ii) Annual Bonus. In addition to Base Salary, the Employee shall
be
eligible (but not entitled) to receive, for each fiscal year during
the
Employment Period, an annual bonus (an "Annual Bonus") (pursuant to
any regular
incentive bonus plan maintained by the Company) in cash, restricted
stock,
restricted stock units or other forms of remuneration on
<PAGE>
- 4 -
the same basis as with respect to the fiscal year immediately
preceding the
fiscal year in which the Effective Date occurs.
5.
Termination.
(a) Death or Disability. This Agreement shall terminate
automatically upon the Employee's death. If the Company determines
in good faith
that the Disability of the Employee has occurred (pursuant to the
definition of
"Disability" set forth below), it may give to the Employee written
notice of its
intention to terminate the Employee's employment. In such event,
the Employee's
employment with the Company shall terminate effective on the
thirtieth (30th)
day after receipt of such notice by the Employee (the "Disability
Effective
Date"), provided that, within the thirty (30) days after such
receipt, the
Employee shall not have returned to full-time performance of the
Employee's
duties. For purposes of this Agreement, "Disability" means
disability which, at
least twenty-six (26) weeks after its commencement, is determined
to be total
and permanent by a physician selected by the Company or its
insurers and
acceptable to the Employee or the Employee's legal representative
(such
agreement as to acceptability not to be withheld unreasonably).
(b) Cause. The Company may terminate the Employee's employment
for
"Cause". For purposes of this Agreement, "Cause" shall constitute
either (i)
personal dishonesty or breach of fiduciary duty involving personal
profit; (ii)
the commission of a criminal act related to the performance of
duties, or the
furnishing of proprietary confidential information about the
Company to a
competitor, or potential competitor or third party whose interests
are adverse
to those of the Company; (iii) habitual intoxication by alcohol or
drugs during
work hours; or (iv) conviction of a felony.
(c) Good Reason. The Employee's employment may be terminated by
the
Employee for Good Reason. For purposes of this Agreement, "Good
Reason" means:
(i) relocation of the principal place at which the Employee's
duties are to be performed to a location more than thirty-five (35)
miles from
the principal place where the Employee's duties were performed
during the
ninety-day period immediately preceding the Effective Date;
(ii) a substantial reduction in the Base Salary, or in the
benefits or perquisites provided the Employee from those which
pertained during
the 90-day period immediately preceding the Effective Date;
(iii) a substantial reduction in the Employee's,
responsibilities, authorities or functions from those which
pertained during the
90-day period immediately preceding the Effective Date;
(iv) a substantial adverse change in the Employee's work
conditions from those which pertained during the 90-day period
immediately
preceding the Effective Date; and
(v) any failure by the Company to comply with and satisfy
Section II(c) of this Agreement.
<PAGE>
- 5 -
Notwithstanding anything in this Agreement to the contrary, a
termination by the Employee for any reason during the 30-day period
immediately
following the first anniversary of the Effective Date shall be
deemed to be a
termination for Good Reason for all purposes of this Agreement.
(d) Notice of Termination. Any termination by the Company for Cause
or
by the Employee for Good Reason shall be communicated by Notice of
Termination
to the other party hereto given in accordance with Section 12(b) of
this
Agreement. For purposes of this Agreement, a "Notice of
Termination" means a
written notice which (i) indicates the specific termination
provision in this
Agreement relied upon (ii) sets forth in reasonable detail the
facts and
circumstances claimed to provide a basis for termination of the
Employee's
employment under the provision so indicated and (iii) if the Date
of Termination
(as defined below) is other than the date of receipt of such
notice, specifies
the termination date (which date shall be not more than fifteen
(15) days after
the giving of such notice). The failure by the Employee to set
forth in the
Notice of Termination any fact or circumstance which contributes to
a showing of
Good Reason shall not waive any right of the Employee hereunder or
preclude the
Employee from asserting such fact or circumstance in enforcing his
rights
hereunder.
(e) Date of Termination. "Date of Termination" means the date
of
receipt of the Notice of Termination or any later date specified
therein, as the
case may be; provided, however, that (i) if the Employee's
employment is
terminated by the Company other than Cause or Disability, the Date
of
Termination shall be the date on which the Company notifies the
Employee of such
termination and (ii) if the Employee's employment is terminated by
reason of
death or Disability, the Date of Termination shall be the date of
death of the
Employee or the Disability Effective Date, as the case may be.
6.
Obligation of the Company upon Termination.
(a) Death. If the Employee's employment is terminated by reason of
the
Employee's death, this Agreement shall terminate without further
obligations to
the Employee's legal representatives under this Agreement, other
than those
obligations accrued or earned and vested (if applicable) by the
Employee as of
the Date of Termination, including, for this purpose (i) the
Employee's full
Base Salary through the Date of Termination at the rate in effect
on the Date of
Termination or, if higher, at the highest rate in effect at any
time from the
ninety-day period preceding the Effective Date through the Date of
Termination
(the "Highest Base Salary"), (ii) the product of the Annual Bonus
paid to the
Employee for the last full fiscal year and a fraction, the
numerator of which is
the number of days in the current fiscal year through the Date of
Termination,
and the denominator of which is three hundred sixty-five (365) and
(iii) any
compensation previously deferred by the Employee (together with
accrued interest
thereon, if any) and not yet paid by the Company and any accrued
vacation pay
not yet paid by the Company (such amounts specified in clauses (i),
(ii) and
(iii) are hereinafter referred to as "Accrued Obligations"). All
such Accrued
Obligations shall be paid to the Employee's estate or beneficiary,
as
applicable, in a lump sum in cash within thirty (30) days of the
Date of
Termination. Anything in this Agreement to the contrary
notwithstanding, the
Employee's family shall be entitled to receive benefits at least
equal to the
most favorable benefits provided by the Company and any of its
subsidiaries
under such plans, programs, practices and policies
<PAGE>
- 6 -
relating to family death benefits, if any, in accordance with the
most favorable
plans, programs, practices and policies of the company and its
subsidiaries in
effect at any time during the ninety-day period immediately
preceding the
E
