Sample Business Contracts

Employment Agreement - ICN Pharmaceuticals Inc. and Gregory Keever

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT (the "Agreement") by and between ICN PHARMACEUTICALS, INC.
(the "Company"), a Delaware corporation, and GREGORY KEEVER ("Executive"), an
individual (collectively, "the parties"), is entered into effective as the last
date it is signed by either party (the "Effective Date").


      WHEREAS, Executive has been employed by the Company as its Executive Vice
President, General Counsel, and Corporate Secretary, is experienced in many
phases of the business of the Company and the Company desires to continue to
retain the services of Executive on the terms set forth herein;

      WHEREAS, under the terms of Executive's current Employment Agreement with
the Company dated July 1, 2001 and amended as of January 16, 2002 (collectively,
the "Initial Employment Agreement"), Executive is entitled to receive certain
severance benefits upon termination of his employment with the Company without
cause as of November 14, 2002 or in the event of a voluntary resignation
constituting a Limited Period Termination under Section 8(d) of the Initial
Employment Agreement; and

      WHEREAS, to induce Executive to remain in the employ of the Company, the
Company desires by this Agreement to satisfy its obligations under Section 9(b)
of the Initial Employment Agreement by providing severance benefits to Executive
and to set forth a continued employment relationship of Executive with the


      NOW, THEREFORE, for consideration, the value, sufficiency, and receipt of
which is hereby acknowledged, the parties agree as follows.

      1.    TERM. The term of employment ("Term") under this Agreement will be
for an indefinite period commencing on the date hereof, and ending when
employment is terminated pursuant to the provisions of Section 9 (Termination)

      2.    EMPLOYMENT.

            (a)   Positions and Duties. Executive shall be employed as Executive
Vice President, General Counsel and Corporate Secretary of the Company or in
such other senior executive capacity as may be mutually agreed upon in writing
by the parties, and shall report to the Company's Chairman and Chief Executive
Officer. Executive shall perform the duties, undertake the responsibilities and
exercise the authority customarily performed, undertaken and exercised by
persons situated in a similar executive capacity. He shall also promote, by
entertainment or otherwise, the business of the Company.

            (b)   Time Commitment. Excluding periods of vacation and sick leave
to which Executive is entitled, Executive agrees to devote reasonable attention
and time during


usual business hours to the business and affairs of the Company to the extent
necessary to discharge the responsibilities assigned to Executive hereunder.
Further, Executive may (1) serve on corporate, civic or charitable boards or
committees, (2) manage personal investments and (3) deliver lectures and teach
at educational institutions, so long as such activities do not significantly
interfere with the performance of Executive's responsibilities hereunder.

            (c)   Policies and Procedures. Executive agrees to comply with all
of the Company's standard policies and procedures.

      3.    BASE SALARY. The Company agrees to continue to pay Executive during
the term of this Agreement a base salary at the rate in effect as of November 1,
2002, or such higher rate as the Board of Directors of the Company (the "Board")
may from time to time determine (the "Base Salary"). The Base Salary will be
payable in accordance with the Company's customary practices applicable to its
executives. Such rate of salary, or increased rate of salary, if any, as the
case may be, will be reviewed at least annually by the Board and may be further
increased (but not decreased) in such amounts as the Board in its discretion may

      4.    EMPLOYEE BENEFITS. Subject to Section 8(b) below, Executive will be
entitled to participate in all employee benefit plans, practices and programs
maintained by the Company and made available to employees generally including,
without limitation, all pension, retirement, profit sharing, savings, medical,
hospitalization, disability, dental, life or travel accident insurance benefit
plans. Executive's participation in such plans, practices and programs will be
on the same basis and terms as are applicable to executives of the Company.

      5.    EXECUTIVE BENEFITS. Subject to Section 8(b) below, Executive will be
entitled to participate in all executive benefit or incentive compensation plans
now maintained or hereafter established by the Company for the purpose of
providing compensation and/or benefits to executives of the Company including,
but not limited to, the Company's 401(k) and Deferred Compensation Plans and any
supplemental retirement, salary continuation, stock option, restricted stock,
deferred compensation, supplemental medical or life insurance or other bonus or
incentive compensation plans. Executive's participation in such plans, practices
and programs will be on the same basis and terms as are applicable to senior
executives of the Company.

      6.    OTHER BENEFITS.

            (a)   Fringe Benefits and Perquisites. Executive will be entitled to
all fringe benefits and perquisites (e.g. Company car, club dues, physical
examinations, financial planning and tax preparation services) generally made
available by the Company to its executives. In addition, Executive may travel
business class for air travel on international Company business trips at Company

            (b)   Expenses. Executive will be entitled to receive prompt
reimbursement of all reasonable, documented expenses incurred by him in
connection with the performance of his duties hereunder, and including any
housing expenses for which he is entitled to reimbursement, or for promoting,
pursuing or otherwise furthering the business or interests of the Company.

            (c)   Office and Facilities. Executive will be provided with an
appropriate office in Costa Mesa, California, or such other place as may be
mutually agreed and with such



secretarial and other support facilities as are commensurate with Executive's
status with the Company and adequate for the performance of his duties

      7.    VACATION AND SICK LEAVE. At such reasonable times as the Board will
in its discretion permit, Executive will be entitled, without loss of pay, to
absent himself voluntarily from the performance of his employment under this
Agreement, under the following conditions:

            (a)   Executive will be entitled to annual vacation in accordance
with the policies as periodically established by the Board for executives of the
Company, which will in no event be less than four weeks per year. Executive's
vacation accrual balance as of the Scheduled Termination Date shall carry over
and be available to Executive under the terms of this Agreement, and Executive
shall continue to accrue vacation in accordance with Company policies.

            (b)   In addition to the aforesaid paid vacations, the Board may
grant to Executive a leave or leaves of absence, with or without pay, at such
time or times and upon such terms and conditions as the Board in its discretion
may determine.

            (c)   Executive will be entitled to sick leave (without loss of pay)
in accordance with the Company's policies as in effect from time to time.
Executive's sick leave accrual balance as of the Scheduled Termination Date
shall carry over and be available under the terms of this Agreement, and
Executive shall continue to accrue sick leave in accordance with Company


            (a)   Severance Payment. Within one (1) business day of the date
that Executive returns to the Chief Executive Officer ("CEO") of the Company a
fully executed copy of this Agreement, the Company will pay Executive the amount
of $1,636,500, less applicable deductions and withholdings (the "Severance
Payment"), which amount represents payment of: (a) all severance amounts to
which Executive would otherwise have been entitled under sections 9(b)(i) and
(ii) of the Initial Employment Agreement had Executive's employment with the
Company been terminated on November 14, 2002 (the "Scheduled Termination Date");
and (b) the amount of $16,500 which is equivalent to three (3) times the
Company's matching contribution to Executive's 401(k) Plan for the current year,
which amount the Company is not obligated to pay to Executive under the Initial
Employment Agreement or otherwise. The parties acknowledge and agree that under
Section 9(b)(iv) of the Initial Employment Agreement, no amount is owing to
Executive due to the fact that no Company "supplemental and excess retirement
plan" exists.

            (b)   Continued Benefits. For a period of thirty-six (36) months
after the Scheduled Termination Date, the Company will continue, at its expense,
on behalf of Executive and his dependents and beneficiaries the life insurance,
disability, medical, dental, and hospitalization benefits being provided to
Executive and paid for by the Company as of the Scheduled Termination Date. In
the event that Executive's continuous employment with the Company extends beyond
the date that is thirty-six (36) months after the Scheduled Termination Date,
the Company shall continue to provide Executive benefits pursuant to Sections 4
and 5 of



this Agreement. If Executive's employment relationship is terminated during the
thirty-six (36) months following the Scheduled Termination Date and Executive
obtains any of the benefits described in this Section under another employee
benefit plan, the Company may reduce Executive's benefits coverage, as long as
the aggregate coverage of the combined benefit plans is no less favorable to
Executive than the coverage provided under this Section, in terms of amounts,
deductibles, and costs to Executive. Further, if Executive's employment
relationship is terminated during the thirty-six (36) months following the
Scheduled Terminate Date, to assist the Company in obtaining the requisite
insurance coverage for Executive at favorable rates and under reasonable terms
and conditions, Executive agrees to: (a) elect continued health coverage under
the federal COBRA law for the maximum period permitted; and (b) provide the
Company with information reasonably requested by the Company. Executive also
agrees to provide the Company's CEO with written notice within five (5) days of
obtaining benefits under another employee benefit plan.

            (c)   Stock Option and Restricted Stock Awards. The Company hereby
agrees that, pursuant to Section 9(b)(v) of the Initial Employment Agreement, as
of the Scheduled Termination Date, all restrictions on any outstanding awards
granted by the Company or any subsidiaries of the Company (including restricted
stock awards) to the Executive shall lapse and such awards (the "Vested Awards")
shall become fully (100%) vested immediately, and all stock options and stock
appreciation rights granted to the Executive shall become fully (100%) vested
and shall become immediately exercisable. A schedule of the Vested Awards is set
forth on the attached Exhibit A. Executive's rights to such Vested Awards (e.g.,
exercise of vested shares) are governed by the terms and conditions of the
Company's 1998 Stock Option Plan (the "Option Plan") and the Long Term Incentive
Plan (the "LTIP") and the grant documents thereunder; provided, however, that
all such stock option awards approved by the Company during the period from
January 16, 2002 to the Scheduled Termination Date will be exercisable for a
period equal to the longer of: (i) forty-eight (48) months after Executive's
Scheduled Termination Date, or (ii) the number of months provided under the
terms and conditions of the Option Plan and the LTIP and the grant documents

            (d)   Satisfaction of Section 9(b). Performance by the Company of
the provisions of this Section 8 shall be deemed to constitute full and complete
compliance by the Company with Section 9(b) of the Initial Employment Agreement.

            (e)   Release of Claims. In exchange for the consideration provided
under this Agreement, and except for obligations undertaken in this Agreement,
Executive hereby generally and completely releases the Company and its
directors, officers, employees, shareholders, partners, agents, attorneys,
predecessors, successors, parent and subsidiary entities, insurers, affiliates,
and assigns from any and all claims, liabilities, and obligations, both known
and unknown, that arise out of or are in any way related to events, acts,
conduct, or omissions occurring at any time prior to and including the date
Executive executes this Agreement. This general release includes, but is not
limited to: (a) all claims arising out of or in any way related to Executive's
employment with the Company; (b) all claims related to Executive's compensation
or benefits from the Company, including salary, bonuses, commissions, vacation
pay, expense reimbursements, severance pay, fringe benefits, stock, stock
options (specifically including, but not limited to, any claim related to
payment of the amount of $151,250 (before taxes), as a result of his Election to
Surrender Stock Options dated on or about July 23, 2002



with respect to 31,250 option shares of the Company's stock), or any other
ownership interests in the Company, provided, however, that any Vested Awards
and any other vested right under a written employee benefit plan, shall continue
in full force and effect subject to their terms and conditions; (c) all claims
for breach of contract, wrongful termination, and breach of the implied covenant
of good faith and fair dealing; (d) all tort claims, including claims for fraud,
defamation, emotional distress, and discharge in violation of public policy; and
(e) all federal, state, and local statutory claims, including claims for
discrimination, harassment, retaliation, attorneys' fees, or other claims
arising under the federal Civil Rights Act of 1964 (as amended), the federal
Americans with Disabilities Act of 1990, the federal Age Discrimination in
Employment Act of 1967, as amended ("ADEA"), and the California Fair Employment
and Housing Act (as amended). Notwithstanding the release in the preceding
sentence, Executive shall not hereby surrender any right or claim he may have to
indemnification by the Company or its insurers pursuant to the Company's
certificate of incorporation, by-laws, written indemnification agreements, or
insurance policies, or applicable law, and Executive shall continue to have all
such rights and benefits for the remainder of the Term of his employment by the
Company and thereafter.

            (f)   Waiver of Unknown Claims. In granting the release herein,
which includes claims that may be unknown at present, Executive acknowledges
that he has read and understands Section 1542 of the California Code: "A general
release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor." Executive hereby
releases any claims under this section or any similar law or legal principle in
any jurisdiction, including but not limited to claims which may be unknown at

            (g)   No Mitigation. Executive will not be required to mitigate the
amount of any payment provided in this Agreement and no such payment will be
offset or reduced by the amount of any compensation or benefits provided to
Executive in any subsequent employment.

            (h)   Parachute Excise Tax. In the event that any amount or benefit
paid or distributed to Executive pursuant to this Agreement, taken together with
any amounts or benefits otherwise paid or distributed to Executive by the
Company or any affiliated company (collectively, the "Covered Payments"),
including, without limitation any profit realized in respect of the stock
options and similar events, are or become subject to the tax (the "Excise Tax")
imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code") or any similar tax that may hereafter be imposed, the Company shall pay
to Executive at the time specified below an additional amount (the "Tax
Reimbursement Payment") such that the net amount retained by Executive with
respect to such Covered Payments, after deduction of any Excise Tax on the
Covered Payments and any Federal, state and local income tax and Excise Tax on
the Tax Reimbursement Payment provided for by this Section, but before deduction
for any Federal, state or local income or employment tax withholding on such
Covered Payments, shall be equal to the amount of the Covered Payments.

                        (i)   Determining Excise Tax. For purposes of
determining whether any of the Covered Payments will be subject to the Excise
Tax and the amount of such Excise Tax:



            (A)   such Covered Payments will be treated as "parachute payments"
      within the meaning of Section 280G of the Code, and all "parachute
      payments" in excess of the "base amount" (as defined under Section
      280G(b)(3) of the Code) shall be treated as subject to the Excise Tax,
      unless, and except to the extent that, in the good faith judgment of the
      Company's independent certified public accountants appointed prior to the
      date of this Agreement or tax counsel selected by such Accountants (the
      "Accountants"), the Company has a reasonable basis to conclude that such
      Covered Payments (in whole or in part) either do not constitute "parachute
      payments" or represent reasonable compensation for personal services
      actually rendered (within the meaning of Section 280G(b)(4)(B) of the
      Code) in excess of the "base amount," or such "parachute payments" are
      otherwise not subject to such Excise Tax, and

            (B)   the value of any non-cash benefits or any deferred payment or
      benefit shall be determined by the Accountants in accordance with the
      principles of Section 280G of the Code.

                        (ii)  Determining Tax Reimbursement Payment. For
purposes of determining the amount of the Tax Reimbursement Payment, Executive
shall be deemed to pay:

            (A)   Federal income taxes at the highest applicable marginal rate
      of Federal income taxation for the calendar year in which the Tax
      Reimbursement Payment is to be made, and

            (B)   any applicable state and local income taxes at the highest
      applicable marginal rate of taxation for the calendar year in which the
      Tax Reimbursement Payment is to be made, net of the maximum reduction in
      Federal incomes taxes which could be obtained from the deduction of such
      state or local taxes if paid in such year.

                        (iii) Refund Obligation. In the event that the Excise
Tax is subsequently determined by the Accountants or pursuant to any proceeding
or negotiations with the Internal Revenue Service to be less than the amount
taken into account hereunder in calculating the Tax Reimbursement Payment made,
Executive shall repay to the Company, at the time that the amount of such
reduction in the Excise Tax is finally determined, the portion of such prior Tax
Reimbursement Payment that would not have been paid if such Excise Tax had been
applied in initially calculating such Tax Reimbursement Payment, plus interest
on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of
the Code. Notwithstanding the foregoing, in the event any portion of the Tax
Reimbursement Payment to be refunded to the Company has been paid to any
Federal, state or local tax authority, repayment thereof shall not be required
until actual refund or credit of such portion has been made to Executive, and
interest payable to the Company shall not exceed interest received or credited
to Executive by such tax authority for the period it held such portion.
Executive and the Company shall mutually agree upon the course of action to be
pursued (and the method of allocating the expenses thereof) if Executive's good
faith claim for refund or credit is denied.

                        (iv)  Additional Tax Reimbursement Payment. In the event
that the Excise Tax is later determined by the Accountants or pursuant to any
proceeding or



negotiations with the Internal Revenue Service to exceed the amount taken into
account hereunder at the time the Tax Reimbursement Payment is made (including,
but not limited to, by reason of any payment the existence or amount of which
cannot be determined at the time of the Tax Reimbursement Payment), the Company
shall make an additional Tax Reimbursement Payment in respect of such excess
(plus any interest or penalty payable with respect to such excess) at the time
that the amount of such excess is finally determined.

                        (v)   Timing of Tax Reimbursement Payments. The Tax
Reimbursement Payment (or portion thereof) provided for in this Section shall be
paid to Executive not later than ten (10) business days following the payment of
the Covered Payments; provided, however, that if the amount of such Tax
Reimbursement Payment (or portion thereof) cannot be finally determined on or
before the date on which payment is due, the Company shall pay to Executive by
such date an amount estimated in good faith by the Accountants to be the minimum
amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax
Reimbursement Payment (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but
in no event later than forty-five (45) calendar days after payment of the
related Covered Payment. In the event that the amount of the estimated Tax
Reimbursement Payment exceeds the amount subsequently determined to have been
due, such excess shall constitute a loan by the Company to Executive, payable on
the fifth business day after written demand by the Company for payment (together
with interest at the rate provided in Section 1274(b)(2)(B) of the Code).


            (a)   At Will Relationship. Executive's employment relationship is
at will. Accordingly, it may be terminated by Executive or by the Company at any
time for any lawful reason, with or without cause or advance notice, effective
upon providing written notice.

            (b)   Termination Date. "Termination Date" will mean the date
specified in a Notice of Termination by either party.

            (c)   Notice of Termination. To be effective, any purported
termination by the Company or by the Executive shall be communicated by written
Notice of Termination to the other party. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which indicates the specific
termination provision in this Agreement relied upon, setting forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated.


            (a)   Accrued Compensation. Upon termination of Executive's
employment, the Company will pay Executive all amounts earned or accrued
hereunder through the Termination Date but not paid as of the Termination Date,
including: (i) Base Salary, (ii) reimbursement for any and all monies advanced
or expenses incurred in connection with Executive's employment for reasonable
and necessary expenses incurred by Executive on behalf of the Company for the
period ending on the Termination Date, (iii) vacation pay, (iv) any bonuses or
incentive compensation, and (v) any previous compensation which Executive has



previously deferred (including any interest earned or credited thereon)
(collectively, "Accrued Compensation"). Executive acknowledges and agrees that,
other than as provided for under this Agreement, he shall not be entitled to or
eligible for any additional benefits, under any Company severance plan or
program or otherwise, upon termination of employment.

            (b)   Definition of Disability. The Company may terminate
Executive's employment after having established Executive's Disability. For
purposes of this Agreement, "Disability" means a physical or mental infirmity
which impairs Executive's ability to substantially perform his duties under this
Agreement and which continues for a period of at least one hundred eighty (180)
consecutive days. Executive will be entitled to the compensation and benefits
provided for under this Agreement for any period during the term of this
Agreement and prior to the establishment of Executive's Disability during which
Executive is unable to work due to a physical or mental infirmity.
Notwithstanding anything contained in this Agreement to the contrary, until the
Termination Date specified in a Notice of Termination relating to Executive's
Disability, Executive will be entitled to return to his position with the
Company as set forth in this Agreement, in which event no Disability of
Executive will be deemed to have occurred.

      11.   PROPRIETARY INFORMATION. Executive shall continue to comply with all
proprietary information and inventions agreements he has previously executed
with the Company.


            (a)   Company's Successors and Assigns. This Agreement will be
binding upon and inure to the benefit of the Company, its successors and
assigns, and the Company shall require any successor or assign to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place. The term "the Company" as used herein will include
such successors and assigns. The term "successors and assigns" as used herein
will mean a corporation or other entity acquiring all or substantially all the
assets and business of the Company (including this Agreement) whether by
operation of law or otherwise.

            (b)   No Assignment by Executive. Neither this Agreement nor any
right or interest hereunder will be assignable or transferable by Executive, his
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement will inure to the benefit of and be enforceable
by Executive's legal personal representative.

      13.   FEES AND EXPENSES. The Company shall pay all legal fees and related
expenses (including the costs of experts, evidence and counsel) incurred by
Executive as a result of any claim or action brought by Executive (pursuant to
Section 14 hereof) to contest or dispute an involuntary termination of
Executive's employment or enforcement of any right or benefit provided by this
Agreement or by any other plan or arrangement maintained by the Company or any
subsidiary under which Executive is or may be entitled to receive benefits,
provided that Executive is the prevailing party in any such dispute, or if not
the prevailing party, provided that Executive is found to have brought any such
claim or action against the Company in good faith. In addition, the Company
shall pay all reasonable fees and related expenses, up to a maximum



amount of fifteen thousand dollars ($15,000), incurred by Executive in
connection with the negotiation and analysis of this Agreement.

      14.   DISPUTE RESOLUTION. To ensure rapid and economical resolution of any
disputes which may arise under this Agreement, Executive and the Company agree
that any and all disputes, claims, or controversies of any nature whatsoever
arising from or regarding Executive's employment or the interpretation,
performance, enforcement or breach of this Agreement shall be resolved, to the
fullest extent allowed by law, by confidential, final and binding arbitration
conducted by Judicial Arbitration and Mediation Services, Inc. ("JAMS") in
Orange County, California, under the then-existing JAMS rules, using a single
arbitrator. In the event of an arbitration, Executive and the Company shall
first attempt to reach agreement upon a mutually agreeable arbitrator. In the
event the parties are unable to agree within two (2) weeks from the filing of a
demand for arbitration, JAMS will provide a list of nine available arbitrators
and an arbitrator will be selected from such nine-member panel provided by JAMS
by the parties alternately striking out one name of a potential arbitrator until
only one name remains. The party entitled to strike an arbitrator first shall be
selected by a toss of a coin. The parties acknowledge that by agreeing to this
arbitration procedure, they waive the right to resolve any such dispute through
a trial by jury, judge or administrative proceeding. The arbitration shall be
completed within three (3) months from the date the demand for arbitration is
filed with JAMS, provided that the arbitrator may extend such date for good
reason as determined in his sole discretion. The arbitrator shall: (a) have the
authority to compel adequate discovery for the resolution of the dispute and to
award such relief as would otherwise be permitted by law; (b) issue a written
arbitration decision including the arbitrator's essential findings and
conclusions and a statement of the award; and (c) have the authority to make a
determination as to whether Executive is the prevailing party and whether
Executive has initiated the dispute resolution process in good faith, for the
purpose of determining whether to award reimbursement of attorneys' fees and
costs pursuant to Section 13 hereof. The Company shall pay all JAMS' arbitration
fees. Nothing in this Agreement is intended to prevent either Executive or the
Company from obtaining injunctive relief in court to prevent irreparable harm
pending the conclusion of any such arbitration. The arbitrator, and not a court,
shall be authorized to determine whether the provisions of this paragraph apply
to a dispute, controversy or claim sought to be resolved in accordance with
these arbitration procedures. Notwithstanding the foregoing, neither party shall
be permitted to initiate a demand for arbitration until it has participated in a
non-binding mediation conducted by JAMS, after providing notice to the other
party. Both parties shall participate in such a mediation within forty-five (45)
days of delivery of such notice. In the event of a mediation, Executive and the
Company shall first attempt to reach agreement upon a mutually agreeable
mediator. In the event the parties are unable to agree within two (2) weeks from
the submission of a notice for mediation, JAMS will provide a list of nine
available mediators and a mediator will be selected from such nine-member panel
provided by JAMS by the parties alternately striking out one name of a potential
mediator until only one name remains. The party entitled to strike a mediator
first shall be selected by a toss of a coin. The Company shall pay all mediation
fees, including the fees and expenses of the mediator and any filing fees.

      15.   NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement (including the Notice of
Termination) will be in writing and will be deemed to have been duly given when
personally delivered (via messenger,



express delivery service, or facsimile) or on the third business day after the
mailing thereof, by certified mail, return receipt requested, postage prepaid,
addressed to the respective addresses last given by each party to the other;
provided that all notices to the Company will be directed to the attention of
the Board with a copy to the CEO. During the Term of the Agreement, each party
shall promptly provide written notice to the other party of any change of

      16.   NONEXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by the Company and for which the
Executive may qualify or any right or benefit provided under any indemnity
agreement with the Company. For purposes of any Company benefit plan or program
for which service is considered, Executive's prior service with the Company
shall be recognized. Compensation (whether in the form of salary, bonus,
options, or otherwise) pursuant to the terms of this Agreement shall not be
considered to be payments for personal profit or advantage for purposes of the
Indemnity Agreement between Executive and the Company.

      17.   SETTLEMENT OF CLAIMS. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstance, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against Executive or others.

      18.   MISCELLANEOUS. No provision of this Agreement may be amended,
modified, or changed unless such amendment, modification or change is agreed to
in writing by Executive and the Chief Executive Officer of the Company. Either
party may waive any breach or non-compliance with any provision or condition in
favor of the waiving party under this Agreement in a writing signed by the party
to be charged. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party will be deemed a waiver of such
provision or condition, nor a waiver of any similar provision or condition, at
any prior or subsequent time. No agreement or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.
For purposes of construction of this Agreement, any ambiguity shall not be
construed against either party as the drafter. Whenever possible, each provision
of this Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, and such invalid,
illegal or unenforceable provision will be reformed, construed and enforced in
such jurisdiction so as to render it valid, legal, and enforceable consistent
with the general intent of the parties insofar as possible.

      19.   GOVERNING LAW. This Agreement will be governed by and construed and
enforced in accordance with the laws of the State of California without giving
effect to the conflict of law principles thereof.

      20.   SEVERABILITY. The provisions of this Agreement will be deemed
severable and the invalidity or unenforceability of any provision will not
affect the validity or enforceability of the other provisions hereof.



      21.   ENTIRE AGREEMENT. Except as reflected in this Agreement, this
Agreement, including Exhibit A attached hereto, constitutes the final, complete,
and exclusive embodiment of the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes all prior negotiations,
agreements (if any), understandings, promises, representations, and
arrangements, oral or written, between the parties hereto, including but not
limited to the provisions of the Initial Employment Agreement.

                                      * * *

                            [signature page follows]



      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and Executive has executed this Agreement.

                                ICN PHARMACEUTICALS, INC.

                                   Robert W. O'Leary
                                   Chairman and Chief Executive Officer



                                                 Gregory Keever




                                    EXHIBIT A

                                  VESTED AWARDS