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EXHIBIT 10.32
EMPLOYMENT AGREEMENT
THIS AGREEMENT made by and between CAMBREX CORPORATION, a
Delaware
corporation (the "Company"), and Paolo Russolo, (the "Employee"),
as of the 6th
day of February, 2007.
WHEREAS, the Employee presently is a key management employee of
a
subsidiary of the Company, namely the President of the Cambrex
Profarmaco
Business Unit; 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
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promulgated under the Exchange Act) of fifteen percent (15%) or
more of either
the then 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
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(c) the execution of a definitive agreement to merge or
otherwise
consolidate the Company with or into another corporation or to
sell a substantial 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") (either
pursuant to any
incentive bonus plan maintained by the
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Company or otherwise) in cash, restricted stock, restricted stock
units or other
forms of remuneration on 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
