Exhibit
10.11
December
21, 2005
Mr. Herschel S. Weinstein
c/o Dornbush Schaeffer Strongin & Weinstein, LLP
747 Third Avenue
New York, New York 10017
Dear Herschel:
We
are delighted to extend our offer of employment to you for the
position of Vice President-General Counsel at an annual salary of
$450,000 (Base Salary), and paid semi-monthly. In this position,
located at our New York Corporate Headquarters, you will report to
Kenneth E. Goodman, President. You will be eligible to receive an
annual bonus for the 2006 calendar year (with a target of 30%;
standard executive bonus range is zero to 50%) based upon Company
and your individual (Bonus) performance. Typically, this payment is
made with the final calendar year payroll, on or about December 31
st . In addition, you will be eligible for consideration
for merit increases and performance bonuses for each subsequent
year of your employment, and paid in December, following your
performance review in December of each year. You will also receive
a one-time cash sign-on bonus of $35,000 payable on April 1, 2006.
You will be granted a stock option of 50,000 shares of Forest
Laboratories, Inc. stock by our Board of Directors effective upon
your employment start date as Vice President-General Counsel. These
stock options have a 10-year expiry. The vesting schedule is as
follows:
15%
after the first grant year (15% total)
another
15% at the end of the second grant year (30% total)
another
15% at the end of the third grant year (45% total)
another
15% at the end of the fourth grant year (60% total), and
after
the fifth grant year the remaining 40% (100% total)
In
the past, stock option grants for senior executives have been
awarded annually in December as part of the compensation cycle.
Therefore, it would not be unreasonable to forecast additional
stock option awards for your service beginning in December 2006,
and thereafter. A target amount for said additional grant might be
in the area of 25,000 options, subject to executive review and
Board of Directors approval. All stock option awards will be
exercisable, for active employees, based upon the terms and
conditions of the stock option agreement as provided to you by the
Company.
During
the term of your employment, you shall be entitled to such benefits
and perquisites as are generally made available to senior executive
officers of Forest. By way of illustration and not limited by the
preceding sentence, Forest shall provide you with the following
benefits: You and your dependents will be eligible for
participation in Forest Laboratories Medical and Dental plans based
upon pre-existing conditions. You will also be eligible to
participate in our Flexible Spending Accounts (Medical/ Dependent),
Life, Profit Sharing, 401K Savings, Defer
