Exhibit 10.32
October 13, 1994
Mr. Robert I. Edinger
60 Old Crown Road
Old Tappan, NJ 07675-6803
Dear Bob:
I am pleased to provide you with this offer letter which supersedes
the employment agreement between you and Pharmaceutical Resources, Inc.
(PRI) dated May 19, 1993. All provisions of the May 19, 1993 employment
agreement are null and void upon signing this new offer letter. Going
forward, following are the basic terms of your employment with Par
Pharmaceutical, Inc. and/or Pharmaceutical Resources, Inc. (individually or
collectively sometimes referred to as the "Company") as Vice President -
Chief Financial Officer:
Department: Officers
Reporting to: Mr. Kenneth I. Sawyer
Effective Date: October 13, 1994
Initial Salary: $15,833 a month, $190,000 annually, to be reviewed on an
annual basis and may be considered for an adjustment by Par to reflect
performance and responsibilities.
Bonus: You will be eligible for consideration for an annual bonus,
consistent with a company program, based on both your performance and the
performance of the Company.
Benefits:
Group Insurance: Health, life and long-term disability insurance programs
are provided to employees and their dependents by the Company, upon payment
of the applicable premium amount.
Vacation: You will be entitled to up to four weeks of paid vacation
annually.
Robert I. Edinger
Page 2
Automobile: Par will provide you with the use of an automobile, including
reimbursement of all related maintenance, fuel, repairs, insurance and
other costs.
Other: You will be eligible to participate in the Company's 401(K) Plan,
company sponsored retirement plan, and our Employee Stock Purchase Plan
upon meeting the Company's specified eligibility requirements for each
plan.
Stock: In addition to the 40,000 stock options you were granted on May 19,
1993, I will recommend to the Board of Directors that you be granted
options to purchase 40,000 additional shares of PRI common stock at an
exercise price per share equal to the closing price of PRI common stock on
the date of the grant by the Compensation Committee based on standard terms
and conditions of the Board of Directors.
Termination: Your employment by the Company is subject to the following
provisions:
If you terminate your employment for "good reason" or are voluntarily
terminated by the Company, except for cause, the Company or as the case may
be, will provide the other party with 90 days notification prior to
termination and the Company will provide you with severance compensation
amounting to twelve (12) months continuation of your prevailing base
salary, payable in 12 equal monthly installments, from the date of your
termination.
Except for "good reason" as defined in this paragraph, severance
compensation shall not be payable to you if your employment is terminated
by the Company for cause, or voluntarily by you, or if you accept
employment elsewhere. "Good reason" shall mean a termination by you of your
employment (a) based on the assignment to you of any duties materially
inconsistent with your position, duties, responsibilities and status with
the Company or based on a change in your reporting responsibilities, title
or offices as in effect or any removal (other than for cause) of you from
or any failure to re-elect you to any of such positions or a reduction in
your annual base compensation, except in connection with the termination of
your employment for cause, and (b) the failure of the Company to cure the
reasons, if curable, causing the termination within twenty (20) days of
receiving a written notice from you specifying such reasons.
Robert I. Edinger
Page 3
In the event of your death or disability, you are entitled only to those
benefits described under "Benefits".
If you are eligible for severance compensation, as of your termination
date, you will be entitled to continue to participate, to the extent
permissible, in the Company's 401K Plan, the Company sponsored retirement
plan, and Employee Stock Purchase Plan until the expiration of your
severance compensation or until you commence employment elsewhere,
whichever comes first.
Also, as of your termination date, you will be entitled to the extent
permissible to continue to participate in the Company's health, dental,
life, and disability plans until the expiration of your severance
compensation or until covered by a reasonably comparable program, whichever
comes first.
If you are eligible for severance compensation as defined above, all your
unvested stock options, which have been awarded to you, shall become
immediately vested on the Termination Date and the date by which all such
options must be exercised shall be two years from the Termination Date.
If during the first twelve months of the Employment Term you are terminated
voluntarily by Par without cause or because of a change of control, you
will be eligible for a pro rata share of an annual bonus, if any, at the
discretion of your supervisor and dependent upon your performance and the
performance of the Company.
These terms represent the entirety of any severance, employment or any
other agreement between you and "the Company".
As a condition of your employment with the Company, you will be required to
execute the Company's standard Trade Secret, Non-Disclosure and Restrictive
Covenant Agreement attached.
If you accept this offer of employment, please sign below and return the
signed copy to me as soon as convenient. Once signed by you, this letter
will constitute the complete agreement between you and the Company
regarding employment matters or oral agreements or understandings on these
matters.
Robert I. Edinger
Page 4
We are extremely excited about the opportunity we have to build Par into a
leading generic pharmaceutical company. One of the keys to accomplishing
this is talented people. We are looking forward to your continuing
contribution to our success.
Sincerely,
Kenneth I. Sawyer
President
Chief Executive Officer
Agreed to and Accepted
on this 13th day of
October, 1994
___________________________
Robert I. Edinger