EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of the 31st day of August 1998 (the
"Effective Date"), by and between BENTLEY PHARMACEUTICALS, INC., a Florida
corporation (the "Employer") and Robert M. Stote (the "Employee"), as the same
may be modified, supplemented, amended or restated from time to time in the
manner provided herein.
RECITALS
The Employer desires to employ the Employee, and the Employee desires to be
employed by the Employer, all upon the terms and provisions and subject to the
conditions set forth in this Agreement.
WITNESSETH
NOW THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to be legally bound as follows:
1. Employment. The Employer hereby employs the Employee, and the
Employee hereby accepts such employment, upon the terms and subject to the
conditions set forth in this Agreement.
2. Term. Subject to the termination provisions hereinafter contained,
the term of employment under this Agreement shall be for an initial term
commencing on the Effective Date and terminating on August 31, 2001. This
Agreement and the Employee's employment hereunder shall thereafter be
automatically renewed for successive one year terms, unless terminated as
hereinafter provided. The term of employment hereunder, and any extension
thereof pursuant to this paragraph, are referred to as the "Term."
3. Compensation, Reimbursement, Etc.
(a) Salary. The Employer shall pay to the Employee as
compensation for all services rendered by the Employee a salary (the "Salary"),
which shall equal $75,000 per annum, payable in accordance with the Company's
regular salary practices.
(b) Expense Reimbursement. The Employer shall reimburse the
Employee on a semi-monthly basis for all reasonable expenses incurred by the
Employee in the performance of his duties under this Agreement; provided,
however, that the Employee shall have previously furnished to the Employer an
itemized account, satisfactory to the Employer, in substantiation of such
expenditures.
(c) Benefits. The Employer shall provide the Employee with a
health insurance allowance equivalent to that previously provided to the
Employee. The Employer shall continue carrying a term life insurance policy for
the Employee with a value equal to $225,000 and a disability
policy for the Employee payable to the Employee's estate or directly to the
Employee in the event of the Employee's disability (as set forth in Section 6
(b)). All other benefits covered under the employment agreement between the
Employer and the Employee dated June 12, 1995 will be continued.
(d) Bonuses. The Employee shall be eligible for bonuses each
year, payable in cash and/or common stock of the Employer, as determined by the
Compensation Committee (the "Compensation Committee") of the Board of Directors
of the Employer (the "Board") in accordance with this Section 3(d)(i) and (ii).
Such compensation will be awarded as soon as practicable after the Employer's
annual organizational meeting (the "Annual Meeting") of the Board. It is hereby
understood between the Employer and the Employee that upon (i) the attainment of
the Employer's posting of its second consecutive quarter of pre-tax net profit
or announcement of a merger with another company, the Employee will be eligible
for a bonus award, or (ii) bonuses (payable in common stock of the Employer)
will be determined based upon, but not limited to, improvement in the financial
position of the Employer, strategic alliances, purchase of new products,
purchase of technologies, purchase of development products for future
commercialization, attainment of patents, product registrations submitted and/or
approved, as well as specific personal and corporate goals which the Employee
will submit to the Compensation Committee within 30 days of the Annual Meeting
of the Board which the Compensation Committee will review, approve or modify and
return the goals document (the "Document") to the Employee for submission to the
Board for ratification. Each year the Compensation Committee will consider and
weigh each agreed upon objective set forth in the Document, separating the U.S.
from international operations. The Employee will be evaluated by the Chief
Executive Officer and the recommendations of the Chief Executive Officer will be
considered by the Compensation Committee, prior to the Annual
Meeting/Stockholder's meeting, based upon the Document and presented to the
Employee at the time of the Annual Meeting.
(e) Annual Review. The Employee shall be reviewed by the Board
on each anniversary of the Effective Date of this Agreement.
(f) Stock Option Plan. The Employee shall be eligible for
periodic stock option grants under the 1991 Stock Option Plan (the "Plan"), or
any other plan, as determined by the Compensation Committee.
4. Duties. The Employee is engaged as the Chief Science Officer/
Medical Director. In addition, the Employee shall have such other duties and
hold such offices as may from time to time be reasonably assigned to him by the
Board.
5. Extent of Services. During the term of employment under this
Agreement, the Employee shall devote on average one and one-half days per week
(six days per month) to the benefit and business of the Employer and its
affiliates. The Employee shall work as many additional days per month as
required by the Employer and shall be compensated on a per diem basis
commensurate with his Salary. Employee may act as a consultant to or as a
director of any company that does not compete directly with Employer, approved,
in advance, by the Chief Executive Officer of the
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Employer, so long as Employee will not be placed in a position of conflict of
interest as set forth in Section 11 hereof.
6. Termination Following Death or Incapacity.
(a) Death. All rights of the Employee under this Agreement
shall terminate upon death (other than rights accrued prior thereto). All Plan
Options (as defined below) shall vest in accordance with the terms of the Plan
and shall be exercisable for a period of time as set forth in the Plan. All
Non-Plan Options (as defined below) shall immediately vest and transfer to the
Employee's estate and be exercisable for a period of 5 years or the period of
time indicated in the option contract, whichever is greater. However, at the
election of the Employee's estate, all Plan Options may be terminated and may be
replaced with Non-Plan Options (the "Replacement Options"). The Replacement
Options shall have the same terms as set forth in the Plan, except that terms
relating to Non-Plan Options (as defined below), which are set forth in this
Agreement and which vary the terms of the Plan shall govern. Additionally, the
Employer shall pay to the estate of the Employee any unpaid salary and other
benefits due as well as reimbursable expenses accrued and owing to the Employee
prior to his death. The Employer shall have no additional financial obligation
under this Agreement to the Employee or his estate.
(b) Disability.
(i) During any period of disability, illness or
incapacity during the term which renders the Employee at least temporarily
unable to perform the services required under this Agreement, the Employee shall
receive throughout which time, his Salary payable under Section 3 (a) of this
Agreement, less any benefits received by him under any insurance carried by or
provided by the Employer; provided however, all rights of the Employee under
this Agreement (other than rights already accrued) shall terminate as provided
below upon the Employee's permanent disability (as defined below).
(ii) The term "permanent disability" as used in this
Agreement shall mean the inability of the Employee, as determined by the Board,
by reason of physical or mental disability to perform the duties required of him
under this Agreement after a period of: (a) 120 consecutive days of such
disability; or (b) disability for at least six months during any 12 month
period. Upon such determination, the Board may terminate the Employee's
employment under this Agreement upon ten days prior written notice. In the event
of permanent disability, all Plan Options (as defined below) shall vest in
accordance with the terms of the Plan and shall be exercisable for a period of
time as set forth in the Plan and all Non-Plan Options (as defined below) shall
immediately vest and be exercisable for a period of 5 years or the period of
time indicated in the option contract, whichever is greater. However, at the
election of the Employee upon a termination under this Section 6 (b), all Plan
Options may be terminated and may be replaced with Replacement Options. The
Replacement Options shall have the same terms as set forth in the Plan, except
that terms relating to Non-Plan Options (as defined below), which are set forth
in this Agreement and which vary the terms of the Plan shall govern.
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(iii) If any determination of the Board with respect
to permanent disability is disputed by the Employee, the parties hereto agree to
abide by the decision of a panel of three physicians. The Employee and Employer
shall each appoint one member, and the third member of the panel shall be
appointed by the other two physicians. The Employee agrees to make himself
available for and to submit to reasonable examinations by such physicians as may
be directed by the Employer. Failure to submit to any such examination shall
constitute a material breach of this Agreement. In the event such a panel is
convened, the party whose position is not sustained by the panel shall bear all
associated costs.
7. Other Terminations.
(a) Without Cause.
(i) Either the Employee or the Employer may terminate
this Agreement upon written notice, 30 days prior to the end of the Term.
(ii) If the Employee gives notice pursuant to
paragraph (i) above, the Employer shall have the right to either (a) relieve the
Employee, in whole or in part, of his duties under this Agreement (without
reduction in compensation) or (b) to accelerate the date of termination to
coincide with the date on which the written notice is received (without
reduction in compensation for the notice period).
(iii) Notwithstanding any provision hereof to the
contrary, the Employer may terminate this Agreement without cause at any time.
If the Employer terminates this Agreement pursuant to the provisions of this
paragraph 7 (a) (iii), it shall pay to the Employee as a severance benefit, in
cash, an amount equal to 2.99 times the average of the Employee's salary plus
bonus for the five-year period preceding the year in which the date of
termination occurs, all Plan Options (as defined below) shall vest in accordance
with the terms of the Plan and shall be exercisable for a period of time as set
forth in the Plan and all Non-Plan Options (as defined below) shall immediately
vest and be exercisable by the Employee for a period of 5 years or the period of
time indicated in the option contract, whichever is greater. However, at the
election of the Employee upon a termination under this Section 7 (a), all Plan
Options may be terminated and may be replaced with Replacement Options. The
Replacement Options shall have the same terms as set forth in the Plan, except
that terms relating to Non-Plan Options (as defined below), which are set forth
in this Agreement and which vary the terms of the Plan shall govern.
(b) For Cause.
(i) The Employer may terminate this Agreement without
notice (a) upon the Employee's breach of any material provision of this
Agreement, or (b) for other "good cause" (as defined below).
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(ii) The term "good cause" as used in this Agreement
shall include, but shall not be limited to: (a) conduct disloyal to the
Employer; (b) conviction of any crime involving moral turpitude; and (c)
substantial dependence, as determined by the Board, on any addictive substance,
including but not limited to alcohol, amphetamines, barbiturates, methadone,
cannabis, cocaine, PCP, THC, LSD, or narcotic drug. Should the Employee dispute
such a determination, the parties hereto agree to abide by the decision of a
panel of three physicians selected in a manner provided in Section 6(b)(iii) of
this Agreement. In the event such a panel is convened, the party whose position
is not sustained by the panel shall pay all associated costs and expenses.
(iii) Payment on Termination. If this Agreement is
terminated pursuant to Section 7(b), the Employer shall pay to the Employee any
unpaid salary and other benefits and reimbursable expenses accrued and owing to
the Employee. Such payment shall be in full and complete discharge of any and
all liabilities or obligations of the Employer to the Employee hereunder except
as provided in Section 8 hereof. The Employee shall be entitled to no further
benefits under this Agreement other than extension of health benefits at the
Employee's expense and Plan Options (as defined below) shall vest in accordance
with the terms of the Plan and shall be exercisable for a period of time as set
forth in the Plan and all Non-Plan Options (as defined below) options awarded to
the Employee shall immediately vest and be exercisable for a period of 5 years
or the period of time indicated in the contract, whichever is greater.
8. Termination of Employment Upon Change in Control.
(a) For purposes hereof, a "Change in Control" shall be deemed
to have occurred (i) if there has occurred a "change in control" as such term is
used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as in effect at the date hereof (hereinafter
referred to as the "Act"); (ii) if there has occurred a change in control as the
term "control" is defined in Rule 12 b-2 promulgated under the Act; (iii) when
any "person" (as such term is defined in Sections 3 (a) (9) and 13 (d) (3) of
the Act), during the Term, becomes a beneficial owner, directly or indirectly,
of securities of the Employer representing 20% or more of the Employer's then
outstanding securities having the right to vote on the election of directors;
(iv) if the stockholders of the Employer approve a plan of complete liquidation
or dissolution of the Employer or a merger or consolidation in which the
Employer is not the surviving corporation; (v) if there has occurred a change in
ownership or effective control of the Employer or a change in the ownership of a
substantial portion of the assets of the Employer (within the meaning of Section
280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended (the "Code");
or (vi) when the individuals who are members of the Board on the date hereof
shall cease to constitute at least a majority of the Board; provided, however,
that any new director whose election to the Board or nomination for election to
the Board by the Employer's stockholders was approved by a vote of the directors
then still in office, shall not be deemed to have replaced his or her
predecessor.
(b) The Employee may terminate his employment at any time
within 12 months after a Change in Control and in the event that any of the
following events has occurred: (i) an assignment to the Employee of any duties
inconsistent with the status of the Employee's office and/or
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position with the Employer as constituted immediately prior to the Change in
Control or a significant adverse change in the nature or scope of the Employee's
authorities, powers, functions or duties as constituted immediately prior to the
Change in Control, (ii) a failure by the Employer, after having received written
notice from the Employee specifying a material breach of its obligations
pursuant to this Agreement, to cure such breach within 30 days after receipt of
such notice or (iii) the headquarters of the Employer is moved to a new location
which is more than 100 miles from its location on the Effective Date.
An election by the Employee to terminate his employment
following a Change in Control shall not be deemed a voluntary termination of
employment by the Employee for the purpose of interpreting the provisions of
this Agreement or any of the Employer's employee benefit plans and arrangements.
The Employee's continued employment with the Employer for any period of time
during the Term after a Change in Control shall not be considered a waiver of
any right he may have to terminate his employment to the extent permitted under
this Section 8 (b).
If the Employer terminates the Employee without cause pursuant
to Section 7 (a) hereof within 12 months after a Change in Control has occurred,
such termination shall be deemed an election by the Employee to terminate his
employment pursuant to this Section 8.
In addition, in the event of such termination, the Employee
shall continue to have the obligations provided for in Sections 10 and 11 (b)
hereof.
(c) If the Employee's employment with the Employer is
terminated under Section 8 (b) hereof, (i) the Employee shall be paid in a lump
sum, within 30 days after termination of employment, in cash, severance pay in
an amount equal to 2.99 times the average of the Employee's salary plus bonus
for the five-year period preceding the year in which the Change in Control
occurs or that amount of salary that would have been due to the Employee through
the expiration of the term of this Agreement, whichever is greater; (ii) the
Employee shall be issued a number of stock options to purchase shares of common
stock (the "Common Stock") of the Employer equal to the number of stock options
(vested and non-vested) held by the Employee immediately prior to the effective
date of any Change of Control; to the extent that a sufficient number of shares
of Common Stock are available under the Plan, options to purchase such shares
shall be issued under the Plan (the "Plan Shares"), and to the extent that there
are an insufficient number of shares available under the Plan, such number of
options to purchase shares shall be issued outside of the Plan (the "Non-Plan
Shares"); the exercise price of the shares underlying the Plan Options shall
equal the fair market value of the Common Stock on the date of Employee's
termination and the exercise price of the shares underlying the Non-Plan Options
shall equal the closing bid price of the Common Stock on the Effective Date;
(iii) all stock options held by the Employee immediately prior to the effective
date of the Change of Control and those Plan Options granted pursuant to Section
8 (c)(ii) shall immediately vest and become fully exercisable for the period of
time indicated in the option contract, and all Non-Plan Options granted pursuant
to Section 8 (c)(ii) shall immediately vest and become fully exercisable for a
period of five years or the period of time indicated in the option contact,
whichever is greater; however, at the election of the Employee, if the Employee
is to receive options
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pursuant to this section, all Plan Options may be terminated and may be replaced
with Replacement Options; the Replacement Options shall have the same terms as
set forth in the Plan, except that terms relating to Non-Plan Options, which are
set forth in this Agreement and which vary the terms of the Plan, shall govern
and (iv) benefits, as provided in Section 3(c), shall continue until the end of
the Term, as if the Employee continued to remain as an employee of the Employer
through the end of the Term.
The lump sum severance payment described in this Section 8 (c)
(i)-(iv) is hereinafter referred to as the "Termination Compensation". The
amount of the Termination Compensation shall be determined, at the expense of
the Employer, by its regular certified public accountant immediately prior to
the Change in Control (the "Accountant"). Upon payment of the Termination
Compensation and any other accrued compensation, this Agreement shall terminate
(except for the employee's obligations pursuant to Sections 9, 10 and 11 (b)
hereof) and be of no further force or effect.
(d) Notwithstanding the foregoing, if the majority of the
Board approves a transaction which results in a Change in Control, (i) the
Employee may not terminate his employment pursuant to Section 8 (b) (iii) hereof
and (ii) the amount paid to the Employee in Section 8 (c) hereof, shall be
calculated using the multiplier 2.0 rather than 2.99 as set forth in Section 8
(c).
(e) After a Change in Control has occurred, the Employer shall
honor the Employee's exercise of the Employee's outstanding stock options and
any other stock related rights, in accordance with this Employment Agreement.
After a Change in Control has occurred and the Employee's employment is
terminated as a result thereof, the Employee (or his designated beneficiary or
personal representative) shall also receive, except to the extent duplicative
pursuant to Section 8 (c) (i) hereof or otherwise, the sums the Employee would
otherwise have received (whether under this Agreement, by law or otherwise) by
reason of termination of employment if a Change in Control had not occurred.
(f) Notwithstanding anything in this Agreement to the
contrary, the Employee shall have the right, prior to the receipt by him of any
amounts due hereunder, to waive the receipt thereof or, subsequent to the
receipt by him of any amounts due hereunder, to treat some or all of such
amounts as a loan from the Employer which the Employee shall repay to the
Employer, within 90 days from the date of receipt, with interest at the rate
provided in Section 7872 of the Code. The repayment of the loan balance will be
with the deferred severance funds which will then be supplied by the Employer.
Notice of any such waiver or treatment of amounts received as a loan shall be
given by the Employee to the Employer in writing and shall be binding upon the
Employer.
(g) The Employee shall not be required to mitigate the payment
of the Termination Compensation or other benefits or payments by seeking other
employment. To the extent that the Employee shall, after the Term, receive
compensation from any other employment, the payment of Termination Compensation
or other benefits or payments shall not be adjusted.
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9. Disclosure, Proprietary Rights. The Employee agrees that during the
Term of his employment by the Employer, he will disclose only to the Employer
all ideas, methods, plans, formulas, processes, trade secrets, developments, or
improvements known by him which relate directly to the business of the Employer,
including any lines of business, acquired by the Employee during his employment
by the Employer; provided, that nothing in this Section 9 shall be construed as
requiring any such communication where the idea, plan, method or development is
lawfully protected from disclosure, including but not limited to trade secrets
of third parties. For purposes of this Agreement, the term "the business of the
Employer" shall include, without limitation, the following: the design,
development, obtaining regulatory approval, production, manufacturing, marketing
and licensing of prescription and non-prescription drugs, medical devices,
medical instruments and methods for the diagnosis, evaluation, treatment or
correction of any disease, injury, illness or other medical or health condition
and such other lines of business as the Employer shall engage in during the Term
hereof. The parties further agree that any inventions, formulas, trade secrets,
ideas, or secret processes which shall arise from any disclosure made by the
Employee pursuant to this paragraph, whether or not patentable, shall be and
remain the sole property of the Employer. Exceptions to this paragraph will
exist when such inventions, formulas, trade secrets, ideas, or secret processes
are clearly the result of the Employee's consultation with or employment by
another company or entity.
10. Confidentiality. The Employee agrees to keep in strict secrecy and
confidence any and all information the Employee assimilates or to which he has
access during his employment by the Employer and which has not been publicly
disclosed and is not a matter of common knowledge in the fields of work of the
Employer. The Employee agrees that both during and after the Term of employment
by the Employer, he will not, without prior written consent of the Employer,
disclose any such confidential information to any third person, partnership,
joint venture, company, corporation, or other organization.
11. Conflict of Interest.
(a) Conflict of Interest. The Employee shall devote on average
one and one-half days per week (six days per month) to the benefit and business
of the Employer. Employee may act as a consultant to or as a director of any
company, that does not compete directly with Employer, approved, in advance, by
the Chief Executive Officer, so long as Employee will not be placed in a
position of conflict of interest. Employee shall be deemed to not be in a
position of a conflict of interest if Employee consults with a company and the
projects that Employee consults in connection with, and is involved with, do not
directly conflict with the business of the Employer.
(b) Covenant Not to Solicit. During employment with the
Employer, and for a period of two years thereafter, the Employee agrees he will
refrain from and will not, directly or indirectly, as independent contractor,
employee, consultant, agent, partner, joint venturer or otherwise, solicit or
encourage any of the employees of the Employer to terminate their employment.
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(c) Essential Element. It is understood by and between the
parties hereto that the foregoing restrictive covenants set forth in Sections
10, 11 (a), 11 (b) and 12 are essential elements of this Agreement, and that but
for the agreement of the Employee to comply with such covenants, the Employer
would not have agreed to enter into this Agreement. Notwithstanding anything to
the contrary in this Agreement, the terms and provisions of Sections 11 (a), 11
(b) and 12 of this Agreement, together with any definitions used in such terms
and provisions, shall survive the termination or expiration of this Agreement.
The existence of any claim or cause of action of the Employee against the
Employer, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Employer of such covenants.
12. Specific Performance. The Employee agrees that damages at law will
be insufficient remedy to the Employer if the Employee violates the terms of
Sections 9, 10 or 11 of this Agreement and that the Employer shall be entitled,
upon application to a court of competent jurisdiction, to obtain injunctive or
other equitable relief to enforce the provisions of such Sections, which
injunctive or other equitable relief shall be in addition to any other rights or
remedies available to the Employer, and the Employee agrees that he will not
raise and hereby waives any objection or defense that there is an adequate
remedy available at law.
13. Compliance with Other Agreements. The Employee represents and
warrants that the execution of this Agreement by him and his performance of his
obligation hereunder will not conflict with, result in the breach of any
provision of, terminate, or constitute a default under any agreement to which
the Employee is or may be bound.
14. Waiver of Breach. The waiver by the Employer of a breach of any of
the provisions of this Agreement by the Employee shall not be construed as a
waiver of any subsequent breach by the Employee.
15. D&O Insurance; Indemnification. The Employer hereby agrees to
maintain in full force and effect for the duration of this Agreement, Director's
and Officer's Liability Insurance of at least $2,000,000 and to indemnify and
hold harmless to the full extent permitted by law, the Employee for acts
performed by him in carrying out his duties and responsibilities in accordance
with this Agreement.
16. Binding Effect, Assignment. The rights and obligations of the
Employer under this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the Employer. This Agreement is a personal
employment contract and the rights, obligations and interests of the Employee
hereunder may not be sold, assigned, transferred, pledged or hypothecated.
17. Successors and Assigns; Assignment. Whenever in this Agreement
reference is made to any party, such reference shall be deemed to include the
successors, assigns, heirs, and legal representatives of such party, and,
without limiting the generality of the foregoing, all representations,
warranties, covenants and other agreements made by or on behalf of the Employee
in this Agreement shall inure to the benefit of the successors and assigns of
the Employer; provided, however, that
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nothing herein shall be deemed to authorize or permit the Employee to assign any
of his rights or obligations under this Agreement to any other person (whether
or not a family member or other affiliate or the Employee other than stated in
Section 6 of this Agreement), and the Employee covenants and agrees that he
shall not make any such assignments.
18. Modification, Amendment, Etc. Each and every modification and
amendment of this Agreement shall be in writing and signed by all of the parties
hereto, and each and every waiver of, or consent to any departure from, any
representation, warranty, covenant or other term or provision of this Agreement
shall be in writing and signed by each affected party hereto.
19. Notice. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by certified or
registered mail, first class, return receipt requested, to the parties at the
following addresses:
To the Employer: Bentley Pharmaceuticals, Inc.
One Urban Centre
Suite 548
4830 West Kennedy Boulevard
Tampa, FL 33609
To the Employee: Robert M. Stote
6210 Pasadena Point Boulevard
Gulfport, FL 33707
20. Severability. It is agreed by the Employer and Employee that if any
portion of the covenants set forth in this Agreement are held to be
unreasonable, arbitrary or against public policy, then that portion of such
covenants shall be considered divisible both as to time and geographical area.
The Employer and Employee agree that if any court of competent jurisdiction
determines the specified time period or the specified geographical area
applicable to this Agreement to be unreasonable, arbitrary or against public
policy, then a lesser time period or geographical area which is determined to be
reasonable, non-arbitrary and not against public policy may be enforced against
the Employee. The Employer and Employee agree that the foregoing covenants are
appropriate and reasonable when considered in light of the nature and extent of
the business conducted by the Employer.
21. Entire Agreement. This Agreement contains the entire agreement
between the Employer and the Employee and supersedes all prior agreements and
understandings, oral or written, with respect to the subject matter hereof. It
is expressly agreed that the terms of this Agreement govern any prior stock
option grants to the Employee.
22. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
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23. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida.
24. Counterparts. This Agreement may be executed in two counterpart
copies of the entire document or of signature pages to the document, each of
which may be executed by one or more of the parties hereto, but all of which,
when taken together, shall constitute a single agreement binding upon all of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written.
BENTLEY PHARMACEUTICALS, INC.
By: /s/ James R. Murphy
------------------------------------
James R. Murphy
Chairman, President and Chief
Executive Officer
EMPLOYEE
/s/ Robert M. Stote
------------------------------------
Robert M. Stote
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