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EXHIBIT 10.33
KING PHARMACEUTICALS, INC.
SEVERANCE PAY PLAN: TIER I
WAIVER, RELEASE AND NON-SOLICITATION,
NONCOMPETE AND NONDISCLOSURE AGREEMENT
1. In consideration for the Severance Pay and/or Severance Benefits
to
be provided to me under the terms of the King Pharmaceuticals, Inc.
Severance
Pay Plan: Tier I ('Plan'), and after having had a full, unhurried
opportunity to
consult with an attorney of my choice with respect to this
Agreement, including
its consent and final binding effect, I, on behalf of myself and my
heirs,
executors, administrators, attorneys and assigns, hereby waive,
release and
forever discharge King Pharmaceuticals, Inc. (hereinafter referred
to as the
"Company") and its parent (if any), subsidiaries, divisions and
Affiliates (as
defined in the Plan), whether direct or indirect, its and their
joint ventures
and joint venturers (including its and their respective directors,
officers,
employees, shareholders, partners and agents, past, present, and
future), and
each of its and their respective successors and assigns
(hereinafter
collectively referred to as "Releasees"), from any and all known or
unknown
demands, damages, actions, causes of action, claims, losses, or
liabilities of
any kind which have or could be asserted against the Releasees
arising out of or
related to my employment with and/or the Separation of my
employment with the
Company and/or any of the other Releasees and/or any other
occurrence from the
beginning of time up to and including the date of this Agreement,
including but
not limited to:
(a) All claims, actions, causes of action or liabilities
arising under Title VII of the Civil Rights Act of 1964, as
amended,
the Age Discrimination in Employment Act, as amended, the
Employee
Retirement Income Security Act, as amended, the Rehabilitation Act
of
1973, as amended, the Americans with Disabilities Act, as amended,
the
Family and Medical Leave Act, as amended, and/or any other
federal,
state, municipal, or local employment discrimination statutes
(including, but not limited to, claims based on age, sex,
attainment of
benefit plan rights, race, religion, national origin, marital
status,
sexual orientation, ancestry, harassment, parental status,
handicap,
disability, retaliation, and veteran status); and/or
(b) All claims, actions, causes of action or liabilities
arising under any other federal, state, municipal, or local
statute,
law, ordinance or regulation; and/or
(c) Any and all other claims whatsoever including, but not
limited to, claims for severance pay, claims based upon breach
of
contract, wrongful Separation, retaliatory discharge,
defamation,
intentional infliction of emotional distress, tort, personal
injury,
invasion of privacy, violation of public policy, negligence and/or
any
other common law, statutory or other claim whatsoever arising out
of or
relating to my employment with and/or the Separation of my
employment
with the Company and/or any of the other Releasees.
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2. I also agree never to sue any of the Releasees or become party
to a
lawsuit on the basis of any claim of any type whatsoever arising
out of or
related to my employment with and/or the Separation of my
employment with the
Company and/or any of the other Releasees.
I further agree not to make any public statement or statements, to
the
press or otherwise, concerning the Company's Board of Directors,
management,
business objectives, status of its securities, its management
practices,
products, or other sensitive information, without first receiving
the written
consent of the Company's Executive Vice President of Human
Resources and its
Chief Executive Officer, and I will not take any action which would
cause the
Company, or its employees or agents, embarrassment or humiliation
or otherwise
cause or contribute to the Company, or any such person, being held
in disrepute
by the general public or the Company's employees, clients, or
customers.
3. I further acknowledge and agree in the event that I breach
the
provisions of paragraph 2 above and/or the Non-Solicitation,
Non-Compete or
Nondisclosure provisions of the Plan, (a) the Company shall not be
obligated to
continue payment of the Severance Pay, and the availability of
Severance
Benefits to me, (b) I shall be obligated to repay to the Company
upon written
demand ninety percent (90%) of the amount of Severance Pay and cost
of the
Severance Benefits paid or provided to me, plus simple interest at
the rate
often percent (10%) per annum from the date of payment of such pay
and/or
benefits, and (c) I shall be obligated to pay the Company its costs
and expenses
in enforcing the provisions of this Agreement and the Plan
(including court
costs, expenses and reasonable legal fees), and the foregoing shall
not affect
the validity of this Agreement and shall not be deemed a penalty or
a
forfeiture. In the event I breach the notice requirements of
Section 4(b) of the
Plan regarding eligibility for alternate welfare plan
cove
