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Separation Agreement And General Release

This is an actual contract by Kv Pharmaceutical.

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: Missouri, View Missouri State Laws
Effective Date: September 02, 2009
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Exhibit 10.30



This Separation Agreement and General Release (" Agreement" ) is entered into effective as of the 2nd day of September, 2009, by and between Ronald J. Kanterman (" Executive" ) and KV Pharmaceutical Company, a Delaware corporation (the " Company" or " KV" , and, together with Executive, the " Parties" ). RECITALS

WHEREAS , Executive has been employed by the Company as Vice President, Chief Financial Officer, and Treasurer of the Company pursuant to the Employment and Confidential Information Agreement, dated January 26, 2004, as amended March 23, 2008 (the " Employment Agreement" );

WHEREAS , Executive tendered his resignation on September 2, 2009 (i) as Vice President, Chief Financial Officer and Treasurer of KV, (ii) from all other officer, committee, and employee positions with KV and each of its affiliates and (iii) as KV' s representative to any corporate, industry or trade association, or their boards (his " Resignation" ), and the Company has accepted Executive' s Resignation, and, in connection with such termination, settle any and all related agreements between the Executive and the Company and their affiliates (the " Parties" ) in the manner set forth herein;

WHEREAS , The Company in part is entering into this Agreement in recognition of the positive contributions made by Executive as Vice President, Chief Financial Officer, and Treasurer of the Company; and in part because Executive will provide services to the Company on a prospective basis;

WHEREAS , The Company and the Executive have entered into a separate Indemnification Agreement dated October 24, 2008, which is and remains in effect;

WHEREAS , The Company and the Executive have entered into a separate Consulting Agreement of even date herewith, pursuant to which Executive has become a consultant to the Company at an annual compensation rate equal to his final salary at the Company; and, NOW THEREFORE , in consideration of the promises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties agree and promise as follows:

1. TERMINATION . Executive' s Resignation is effective as of September 2, 2009 (the " Separation Date" ). The period from the Separation Date through and including September 2, 2010 is hereinafter referred to as the " Consulting Period."


a. The Company shall immediately pay to Executive an amount equal to three weeks and three days of accrued but unpaid vacation pay due on September 2, 2009. At the same time, or as soon as practicable thereafter, the Company shall pay to Executive an amount equal to any unpaid expense reimbursements due to Executive (subject, however, to Executive' s obligation to provide adequate documentation of such expenses in the normal course). All of Executive' s expenses were submitted current through September 3, 2009. b. With respect to any benefits or rights that Executive has accrued or earned under any of the Company' s employee benefit plans as of the Separation Date, Executive shall be entitled to such benefits pursuant to the terms of such plans.

3. TERMINATION BENEFITS . Subject to Executive abiding by the terms of this Agreement and in consideration of Executive' s release of claims and Executive' s other covenants and agreements contained herein, Executive shall be entitled to the following benefits:

a. The Company shall enter into a Consulting Agreement with Executive at an annual compensation rate equal to his final annual salary, payable in equal monthly installments as more fully set out therein.

b. The Company shall pay Executive the additional sum of Forty Thousand Dollars ($40,000), representing the Retention Bonus to which Executive would have become entitled had his employment continued. It shall be payable on 30 June 2010, and upon the condition that the Executive satisfactorily performs his duties under this Agreement, the Consulting Agreement, and Company' s policies; the approval for payment of this sum shall not be unreasonably withheld;

c. The Company shall continue to provide, or cause its affiliates to provide, health (including medical, vision and dental), life, and disability insurance to Executive and his family on terms and conditions available to the executive officers of the Company through the Consulting Period (which terms and conditions may change as and when the terms of any applicable plan change). d. Except as set forth in this Agreement, and with respect to any benefits or rights under any of the Company' s " employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ), Executive acknowledges and agrees that he is not entitled to receive any other compensation or benefits of any sort from the Company or any of its plans, direct or indirect subsidiaries, or other entities controlled by the Company, including, without limitation, salary, vacation, bonuses, annual incentives, stock options, short-term or long-term disability benefits.

4. SETTLEMENT OF EQUITY BASED AWARDS . Executive waives any and all right to stock options held by Executive immediately prior to the Separation Date. In lieu thereof Executive shall receive a payment of $50,000] (" Initial Payment" ) plus an additional payment (the " Gross-Up Payment" ) in an amount such that after payment by Executive of all taxes, including federal, state, local, foreign and employment taxes, (collectively the " Taxes" ) imposed on the Initial Payment and Gross-Up Payment, the Executive retains an amount equal to the Initial Payment. The Gross-Up Payment shall be made at the same time as the Initial Payment, and the amount of applicable Taxes shall be based on the assumption that Executive pays taxes at the highest applicable marginal rate, and shall not be later adjusted. The determination of the Company as to the amount of the Gross-Up Payment shall be final and conclusive and binding on the Executive and his beneficiaries, successors and assigns.

2 5. COMPENSATION AS A DIRECTOR . Executive shall waive all cash compensation as a member of the Board to which he is entitled during the period of his Board service from September 2, 2009 until the date this Agreement is executed, as provided in the directors' compensation plan. Executive shall resign from the Board effective as of the date this Agreement is executed. 6. INDEMNITY . The Company and the Executive have entered into a separate Indemnification Agreement dated October 24, 2008, which is and will remain in effect. The existing rights of the Executive with regard to indemnification, advancement of expenses, insurance, and exculpation from liability as described in the October 24, 2008 Indemnification Agreement are unaffected by this Agreement.

7. COMPLETE RELEASE . The Parties intend to release and discharge each other from any and all claims they have or may have one against the other, and that such releases and discharges extend to themselves and to the Released Parties, as defined below. Therefore, the Parties agree:

a. For purposes of this Agreement, the " Released Parties" of Executive are Executive and his heirs, successors, assigns and attorneys, and the " Released Parties" of the Company are the Company and all related and affiliated entities of the Company (including corporations, limited liability companies, partnerships, and joint ventures) as well as, with respect to the Released Parties of the Company, each of their respective predecessors and successors, and past, present and future employees, officers, directors, stockholders, owners, partners, members, representatives, assigns, attorneys, agents, insurers, employee be
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