EXHIBIT 10.15
February 15, 2000
Mr. Tim Nolan
17 Greenbriar Circle
Newtown, PA 18940
Dear Tim:
I am very pleased to offer you a position at Cybear, Inc. ("Cybear"), an
affiliate of Andrx Corporation ("Andrx" and collectively with Cybear, the
"Company"), upon the following terms:
(1) Position: President and Chief Operating Officer of Cybear
(2) Reporting to: Alan P. Cohen, Co-Chairman & Chief Executive Officer of Andrx
(3) Annual Salary: $400,000
(4) Bonus: $150,000 per annum target, at the discretion of the Andrx Chief Executive
Officer
(5) Stock Options: Options to acquire 300,000 shares of Cybear stock (with you waiving any
conversion premium that may result from the closing of the tracker stock
transaction) and 75,000 shares of Andrx common stock, at exercise price as of
date of grant by Compensation Committees of Board of Directors of Andrx and
Cybear, with 20% of said options vesting immediately and the balance vesting
in equal increments on the 1st, 2nd, 3rd and 4th anniversary of the date you
assume your position.
(6) Termination: In the event (i) your employment with the Company or any successor entity is
terminated at any time without "cause" or (ii) during the one year period
after a "change of control" of Cybear you voluntarily terminate your
employment for "good reason", then you shall be entitled to (i) $500,000
payable within thirty (30) days of your termination of employment, and (ii)
the immediate vesting of all of the unvested foregoing Cybear and Andrx stock
options.
For the foregoing purposes, (i) a change in control shall be deemed to have
occurred if there occurs a "change of control" as defined in the rules
promulgated under the Securities Exchange Act of 1934 (the Act); when any
person or group as that term is defined in the Act, becomes beneficial owner
directly or indirectly of securities of forty percent (40%) or more in voting
power or a majority of the Board of Directors has changed within two years
after the acquisition took place; provided, however, (i) the acquisition of
Cybear stock by Andrx as part of the tracking stock transaction shall not be
deemed a change of control; (ii) "cause" shall mean (x) the commission of a
criminal act by you; (y) gross negligence, gross malfeasance or gross
misconduct by you in the performance of your job; (z) a material breach by you
of your Confidentiality and Non-Competition Agreement; and (iii) "good reason"
shall mean any decrease in your compensation or value of benefits without
"cause"; any change in your job responsibilities or reporting requirements
without "cause"; or any change in your work location that is outside of a fifty
(50) mile radius of your work location at the time of the change in control,
and you are not offered an executive position at Andrx for at least the same
pay and benefits.
(7) Deferred Pay: We understand that you will be leaving an executive position that presently
offers you a larger annual salary and greater bonus potential than we are.
Accordingly, within 30 days of the "determination date", the Company will
provide you with a total deferred cash compensation payment of $700,000 minus
the "additional value". For this purpose, (i) "determination date" shall mean
the earlier of (x) the end of your fourth anniversary of employment by the
Company, or (y) at the time of your separation, if you are terminated without
cause from the Company or you leave for good reason, as those terms are
defined above, and (ii) "additional value" shall mean the cumulative amount
you received or are then entitled to receive as a result of your employment by
the Company, excluding the above noted salary and bonus and increases thereof
and the benefits specified below.
(8) Benefits: You will receive all benefits comparable to the executive employees of Andrx,
including without limitation, the following: 401(k) plan, group medical,
dental and life insurance plans, medical insurance plan (beginning the first
day of the month after you join us) and certain other benefits. Benefits also
include the reimbursement of reasonable properly authorized expenses incurred
in connection with the performance of duties.
(9) Car Allowance: $7,200 per annum.
(10) Relocation: Cybear shall reimburse your reasonable relocation expenses.
You have explained and represented to me that you believe that
your employment by Cybear and the performance of your duties will not violate
the terms of any non-compete or other agreements to which you are a party. In
the event, however, your duties or expected duties with Cybear would violate the
non-compete or other obligations that you have, Andrx agrees to employ you in an
alternative executive position with Andrx, subject to the same compensation
terms and benefits as those set forth above. Moreover, as your position will
give you access to information which Andrx keeps confidential, your execution of
the attached Confidentiality and Non-Competition Agreement will be a condition
of your employment.
I am sure that you will find the environment at the Company
both stimulating and rewarding and we look forward to your joining us. Should
you have any questions, please feel free to call me.
Please signify your acceptance of this offer by signing a copy
of this letter where indicated below and returning that copy to me by either fax
(at 954-792-1034) or by mail as soon as possible.
Sincerely,
/s/ ALAN P. COHEN
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Alan P. Cohen
Co-Chairman & Chief Executive Officer
AGREED TO AND ACCEPTED ON
THIS ____ DAY OF FEBRUARY, 2000
/s/ TIMOTHY E. NOLAN
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Timothy E. Nolan
cc: Scott Lodin