EXHIBIT 10.42
SCHEIN PHARMACEUTICAL, INC.
DEFERRED COMPENSATION AGREEMENT
Agreement dated August 8, 1996 between Schein Pharmaceutical, Inc.
(the "Company") and Paul Kleutghen (the "Employee").
The parties agree as follows:
1. Deferred Compensation. Subject to the provisions of this
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agreement, the Company shall pay the Employee a bonus of $500,000 (the "Deferred
Compensation Amount"), payable as provided herein. The Company shall pay the
employee (a) $100,000 on December 31, 1996, (b) $100,000 on December 31, 1997,
(c) $150,000 on December 31, 1998, and (d) $150,000 on December 31, 1999,
provided the Employee is in the employ of the Company or any of its subsidiaries
at each such date. Notwithstanding the foregoing, however, if the Employee's
employment with the Company and each of its subsidiaries terminates at any time
before December 31, 1999, the amount, if any, payable to the Employee, and the
time any such amount shall be payable, shall be determined under section 2 of
this agreement. All payments under this agreement shall be subject to applicable
federal, state and local withholdings.
2. Termination of Employment.
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2.1 General. In the event of a termination of the Employee's
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employment by the Company and each of its subsidiaries for any reason including,
without limitation, death or Disability (as defined below), other than a
termination for Cause (as defined in section 2.2) or voluntary termination in
accordance with section 2.3, the Company shall pay the Employee (or his or her
estate), not later than thirty days following the termination of employment, the
balance of any unpaid Deferred Compensation Amount. As used in this agreement,
the term
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"Disability" means a permanent disability, as determined by the board of
directors of the Company in its sole discretion. A Disability shall be deemed to
occur at the time of that determination by the board of directors.
2.2 Cause. If the Company or any of its subsidiaries terminates
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the Employee's employment for Cause, or the Employee terminates his or her
employment in violation of an agreement with the Company or any of its
subsidiaries, or if it is discovered after such termination of employment that
the Employee had engaged in conduct that would have justified termination if
employment for Cause, the Company shall have no obligation to pay any amount
under this agreement. As used in this agreement, termination of employment for
"Cause" means (a) the Employee's willful and continued failure substantially to
perform his or her duties with the Company and its subsidiaries, (b) fraud,
misappropriation or intentional material damage to the property or business of
the Company or any of its subsidiaries or (c) commission of a felony.
2.3 Voluntary Termination. If the Employee voluntarily
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terminates his employment with the Company and each of its subsidiaries before
any of the payment dates set forth in section 1, the Company shall have no
further obligation to pay any amount under this agreement.
3. General Provisions
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3.1 Right to Terminate Employment. Notwithstanding anything to
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the contrary in this agreement, nothing in this agreement shall be deemed to
impose any obligation on the Company or any of its subsidiaries to continue the
employment of the Employee, or on the Employee to remain in the employ of the
Company or any of its subsidiaries, subject, however, to the provisions of any
other agreement between the Company or any of its subsidiaries and the Employee.
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3.2 Payment not Salary. Any deferred compensation payable under
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this agreement shall not be deemed salary or other compensation to the Employee
for the purposes of computing benefits to which he or she may be entitled under
any pension plan or other arrangement of the Company or an affiliate of the
Company for the benefit of its employees.
3.3 Notices. Any notice or communication under this agreement
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shall be in writing and shall be deemed to have been duly given when delivered
in person, or by United States mail, to the appropriate party at the address set
forth below (or such other address as the party shall from time to time
specify):
If to the Company, to:
Schein Pharmaceutical, Inc.
100 Campus Drive
Florham Park, New Jersey 07932
Attention: Corporate Secretary
If to the Employee, to:
the address indicated on the signature page at the end of this
agreement.
3.4 Severability of Provisions. If any provision of this
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agreement shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions of this agreement and
this agreement shall be construed and enforced as if such provisions had not
been included.
3.5 Headings and Captions. The headings and captions under this
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agreement are provided for reference and convenience only. They shall not be
considered part of this agreement and shall not be employed in the construction
of this agreement.
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3.6 Controlling Law. This agreement shall be construed and
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enforced according to the law of the state of New Jersey applicable to
agreements made and to be performed wholly in New Jersey.
3.7 Counterparts. This agreement may be executed in
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counterparts, each of which shall be considered an original, but both of which
together shall constitute the same instrument.
3.8 Entire Agreement. This agreement contains a complete
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statement of all the arrangements between the parties with respect to its
subject matter, supersedes all existing agreements between them with respect to
that subject matter may not be changed or terminated orally, and any amendment
or modification must be in writing and signed by the parties to this agreement.
SCHEIN PHARMACEUTICAL, INC.
By: [SIGNATURE ILLEGIBLE]
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Authorized Officer
/s/ Paul Kleutghen
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Paul Kleutghen
33 COVENTRY ROAD
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Address
xxxxxxxxxxxxxxxxx
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City, State, Zip Code
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