Employment Agreement - ICN Pharmaceuticals Inc. and Alan Charles
EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into as of December 3, 2001, by and between
ICN Pharmaceuticals, Inc. (the "Company"), a Delaware corporation, and Alan
Charles (the "Executive"), and individual resident of Los Angeles County,
California (hereinafter the Company and the Executive collectively referred to
as "the parties").
RECITALS
WHEREAS, the Executive is being employed by the Company as its
Executive Vice President for Corporate Relations and is experienced in all
phases of the business of the Company, and the Company desires to retain the
services of the Executive on the terms set forth herein;
WHEREAS, the Board of Directors of the Company (the "Board")
recognizes that the threat of an unsolicited takeover of the Company may occur
which can result in significant distractions of its management personnel because
of the uncertainties inherent in such a situation;
WHEREAS, the Board of the Company has determined that it is
essential and in the best interests of the Company and its stockholders to
retain the services of its key management personnel in the event of a threat of
a change in control of the Company and to ensure their continued dedication and
efforts in such event without undue concern for their personal financial and
employment security; and
WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat of a change in control of the
Company, the Company desires by this writing to set forth the continued
employment relationship of the Executive with the Company.
AGREEMENT
NOW, THEREFORE, for consideration, the value, sufficiency, and
receipt of which is hereby acknowledged, the parties agree as follows.
1. Term. The initial term of employment under this Agreement will be for
the period commencing on the date hereof, and ending December 1, 2004 ("Initial
Term"); provided, however, that the term of this Agreement will be automatically
extended for one (1) year on December 1, 2004, and on each December 1 thereafter
unless either the Company or the Executive has given written notice to the other
at least ninety (90) days prior thereto that the term of this Agreement will not
be so extended; and provided, further, that notwithstanding any such notice by
the Company not to extend given, the term of this Agreement will not expire
prior to the expiration of the third anniversary of a Change in Control (as
hereinafter defined).
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Notwithstanding the foregoing, in no event will the term of this Agreement
extend beyond the first day of the month following the month in which the
Executive attains age 68.
2. Employment.
(a) The Executive will be employed as the Executive Vice
President, Corporate Relations of the Company or such other senior
executive capacity as may be mutually agreed to in writing by the
parties. The Executive will perform the duties, undertake the
responsibilities and exercise the authority customarily performed,
undertaken and exercised by persons situated in a similar executive
capacity. He will also promote, by entertainment or otherwise, the
business of the Company.
(b) Excluding periods of vacation and sick leave to which the
Executive is entitled, the 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 the Executive hereunder. The Executive may
(1) serve on corporate, civil or charitable boards of committees, (2)
manage personal investments and (3) deliver lectures and teach at
education institutions, so long as such activities do not significantly
interfere with the performance of the Executive's responsibilities
hereunder.
3. Base Salary. The Company agrees to pay or cause to be paid to the
Executive during the term of this Agreement a base salary at the rate of
$400,000 per annum or such larger amount as the Board may from time to time
determine (hereinafter referred to as 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
decide.
4. Employee Benefits. The 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. The Executive's
participation in such plans, practices and programs will be on the same basis
and terms as are applicable to employees of the Company generally.
5. Executive Benefits. The 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 supplement retirement,
salary continuation, stock option, deferred compensation, supplemental medical
or life insurance or other bonus or incentive compensation plans. Unless
otherwise provided herein, the Executive's participation in such plans will be
on the same basis and terms as other similarly situated executives of the
Company, but in no event on a basis less favorable in terms of benefit levels or
reward opportunities applicable to the Executive as in
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effect on the date hereof. No additional compensation provided under any of such
plans will be deemed to modify or otherwise affect the terms of this Agreement
or any of the Executive's entitlements hereunder.
6. Other Benefits.
(a) Fringe Benefits and Perquisites. The Executive will be
entitled to all fringe benefits and perquisites (e.g. Company cars,
club dues, physical examinations, financial planning and tax
preparation services) generally made available by the Company to its
executives.
(b) Expenses. The Executive will be entitled to receive prompt
reimbursement of all expenses reasonably incurred by him in connection
with the performance of his duties hereunder or for promoting, pursuing
or otherwise furthering the business or interests of the Company.
(c) Office and Facilities. The 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 the Executive's status with the
Company and adequate for the performance of his duties hereunder.
(d) Stock Options. Upon approval of the Compensation Committee
of the Board, and conditional on commencement of employment, the
Executive will receive stock options to purchase 200,000 shares of the
Company's Common Stock, subject to the terms and conditions set forth
in a stock option agreement between Company and the Executive.
7. Vacation and Sick Leave. At such reasonable times as the Board will in
its discretion permit, the Executive will be entitled, without loss of pay, to
absent himself voluntarily from the performance of his employment under this
Agreement, provided that
(a) the Executive will be entitled to annual vacation in
accordance with the policies as periodically established by the Board
for similarly situated executives of the Company, which will in no
event be less than four weeks per year;
(b) in addition to the aforesaid paid vacations, the Executive
will be entitled, without loss of pay, to absent himself voluntarily
from the performance of his employment for such additional periods of
time and for such valid and legitimate reasons as the Board in its
discretion may determine (further, the Board will be entitled to grant
to the 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); and
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(c) the 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.
8. Termination. The Executive's employment hereunder may be terminated
under the following circumstances.
(a) Disability. The Company may terminate the Executive's
employment after having established the Executive's Disability. For
purposes of this Agreement, "Disability" means a physical or mental
infirmity which impairs the Executive's ability to substantially
perform his duties under this Agreement which continues for a period of
at least one hundred eighty (180) consecutive days. The 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 the Executive's Disability during which the
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 (as
each term is hereinafter defined) relating to the Executive's
Disability, the Executive will be entitled to return to his position
with the Company as set forth in this Agreement in which event no
Disability of the Executive will be deemed to have occurred.
(b) Cause. The Company may terminate the Executive's
employment for "Cause." A termination for Cause is a termination
evidenced by a resolution adopted in good faith by two-thirds (2/3) of
the Board that the Executive (1) willfully and continually failed to
substantially perform his duties with the Company (other than a failure
resulting from the Executive's incapacity due to physical or mental
illness) which failure continued for a period of at least thirty (30)
days after a written notice of demand for substantial performance has
been delivered to the Executive specifying the manner in which the
Executive has failed to substantially perform, or (2) willfully engaged
in conduct which is demonstrably and materially injurious to the
Company, monetarily or otherwise; provided, however that no termination
of the Executive's employment will be for Cause as set forth in clause
(2) above until (i) there will have been delivered to the Executive a
copy of a written notice setting forth that the Executive engaged in
the conduct set forth in clause (2) and specifying the particulars
thereof in detail and (ii) the Executive will have been provided an
opportunity to be heard by the Board (with the assistance of the
Executive's counsel if the Executive so desires). No act, nor failure
to act, on the Executive's part will be considered "willful" unless he
has acted or failed to act with an absence of good faith and without a
reasonable belief that his action or failure to act was in the best
interest of the Company. Notwithstanding anything contained in this
Agreement to the contrary, no failure to perform by the Executive after
Notice of Termination is given by the Executive will constitute cause
for purposes of this Agreement.
(c) (1) Good Reason. The Executive may terminate his
employment for "Good Reason." For purposes of this Agreement, Good
Reason
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will mean the occurrence after a Change in Control (as hereinafter
defined in this Section 8(e)) of any of the following events or
conditions described in Subsections (i) through (viii) hereof:
(i) a change in the Executive's status, title, position
or responsibilities (including reporting responsibilities)
which, in the Executive's reasonable judgment, does not
represent a promotion from his status, title, position or
responsibilities as in effect immediately prior thereto; the
assignment to the Executive of any duties or responsibilities
which, in the Executive's reasonable judgment, are
inconsistent with such status, title, position or
responsibilities; or any removal of the Executive from or
failure to reappoint or reelect him to any of such positions,
except in connection with the termination of his employment
for Disability, Cause, as a result of his death or by the
Executive other than for Good Reason;
(ii) a reduction in the Executive's Base Salary or a
failure by the Company or the Subsidiary to increase the
Executive's Base Salary within any twelve (12) month period by
the average percentage increase during such period of the base
salaries of, similarly situated executives;
(iii) the Company's requiring the Executive to be based
at any place outside a 30-mile radius from Costa Mesa,
California, except for reasonably required travel on the
Company's business which is not materially greater than such
travel requirements prior to the Change in Control;
(iv) the failure by the Company to (A) continue in
effect any material compensation or benefit plan in which the
Executive was participating at the time of the Change in
Control, including, but not limited to, the Company's Deferred
Compensation Plan, 401(k) Plan, or (B) provide the Executive
with compensation and benefits at least equal (in terms of
benefit levels and/or reward opportunities) to those provided
for under each employee benefit plan, program and practice as
in effect immediately prior to the Change in Control (or as in
effect following the Change in Control, if greater).
(v) the insolvency or the filing (by any party,
including the Company) of a petition for bankruptcy of the
Company;
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(vi) any material breach by the Company of any
provision of this Agreement;
(vii) any purported termination of the Executive's
employment for Cause by the Company which does not comply with
the terms of Section 8 of this Agreement; and
(viii) the failure of the Company to obtain an
agreement, satisfactory to the Executive, from any successor
or assign of the Company to assume and agree to perform this
Agreement, as contemplated in Section 11 hereof.
(2) Any event or condition described in Sections 8(c)(i)
through (viii) which occurs prior to a Change in Control, but which
(i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change in Control or (ii)
otherwise arose in connection with a Change in Control, will
constitute Good Reason for purposes of this Agreement
notwithstanding that it occurred prior to a Change in Control.
(3) The Executive's right to terminate his employment pursuant
to this Section 8(c) will not be affected by his incapacity due to
physical or mental illness.
(d) Voluntary Termination. The Executive may voluntarily terminate
his employment hereunder at any time. If the Executive voluntarily
terminates his employment for any reason or without reason during the
60-day period which commences on the date which is six (6) months
following the date of a Change in Control, it will be referred to as a
"Limited Period Termination."
(e) For purposes of this Agreement, a "Change in Control" will mean
any one or more of the following events:
(1) the acquisition (other than from the Company) by any
person (as such term is defined in Section 13(c) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of twenty percent (20%) or more of the combined
voting power of the Company's then outstanding voting securities;
(2) the individuals who, as of May 1, 2001, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at
least two-thirds (2/3) of the Board, unless the election, or
nomination for election by the Company's stockholders, of any new
director was approved by a vote of at least two-thirds (2/3) of the
Incumbent Board, and such new director will, for purposes of this
Agreement, be considered as a member of the Incumbent Board; and
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(3) approval by stockholders of the Company of (i) a merger or
consolidation involving the Company if the stockholders of the
Company, immediately before such merger or consolidation, do not, as
a result of such merger or consolidation, own, directly or
indirectly, more than eighty percent (80%) of the combined voting
power of the then outstanding voting securities of the corporation
or other entity resulting from such merger or consolidation in
substantially the same proportion as their ownership of the combined
voting power of the voting securities of the Company outstanding
immediately before such merger or consolidation or (ii) a complete
liquidation or dissolution of the Company or an agreement for the
sale or other disposition of all or substantially all of the assets
of the Company.
Notwithstanding the foregoing, a Change in Control will not be
deemed to occur pursuant to Section 8(e)(1) solely because twenty
percent (20%) or more of the combined voting power of the Company's
then outstanding securities is acquired by (i) a trustee or other
fiduciary holding securities under one or more employee benefit
plans maintained by the Company or any of its subsidiaries or (ii)
any corporation which, immediately prior to such acquisition, is
owned directly or indirectly by the stockholders of the Company in
the same proportion as their ownership of stock in the Company
immediately prior to such acquisition.
(f) Notice of Termination. Any purported termination by the Company
or by the Executive will be communicated by written Notice of Termination
to the other. For purposes of this Agreement, a "Notice of Termination"
will mean a notice which indicates the specific termination provision in
this Agreement relied upon and will set 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. For purposes of
this Agreement, no such purported termination of employment will be
effective without such Notice of Termination.
(g) Termination Date, Etc. "Termination Date" will mean in the case
of the Executive's death, his date of death and, in all other cases, the
date specified in the Notice of Termination subject to the following:
(i) if the Executive's employment is terminated by the Company
for Cause or due to Disability, the date specified in the Notice of
Termination will be at least thirty (30) days from the date the
Notice of Termination is given to the Executive; provided that in
the case of Disability the Executive will not have returned to the
full-time performance of his duties during such period of at least
thirty (30) days; and
(ii) if the Executive's employment is terminated for Good
Reason or is a Limited Period Termination, the date specified in the
Notice of Termination will not be more than sixty (60) days from the
date the Notice of Termination is given to the Company.
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9. Compensation Upon Termination. Upon termination of the Executive's
employment during the term of this Agreement (including any extensions thereof),
the Executive will be entitled to the following benefits.
(a) If the Executive's employment is terminated by the Company for
Cause or Disability, after the Initial Term by the Executive (other than
for Good Reason or a Limited Period Termination), or by reason of the
Executive's death, the Company will pay the 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 the
Executive's employment for reasonable and necessary expenses incurred by
the 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 the Executive has
previously deferred (including any interest earned or credited thereon)
(collectively, "Accrued Compensation"). In addition to the foregoing, if
the Executive's employment is terminated by the Company for Disability or
by reason of the Executive's death, the Company will pay to the Executive
or his beneficiaries an amount equal to the bonus or incentive award that
the Executive would have been entitled to receive in respect of the fiscal
year in which the Executive's Termination Date occurs had he continued in
employment until the end of such fiscal year, calculated as if all
performance targets and goals (if applicable) had been fully met by the
Company and by the Executive, as applicable, for such year, multiplied by
a fraction the numerator of which is the number of days in such fiscal
year through the Termination Date and the denominator of which is 365 (a
"Pro Rata Bonus"). Executive's entitlement to any other compensation or
benefits will be determined in accordance with the Company's employee
benefit plans and other applicable programs and practices then in effect.
Notwithstanding any other provision in this Agreement to the contrary, if
the Executive's employment is terminated by the Executive during the
Initial Term (other than for Good Reason or a Limited Period Termination),
the Executive will be paid (x) Accrued Compensation, (y) a Pro Rata Bonus,
and (z) his then effective Base Salary until expiration of the Initial
Term in accordance with the Company's payroll practices then applicable to
similar executives on full time employment status.
(b) If the Executive's employment is terminated (1) by the Company
other than for Cause, death or Disability, (2) by the Executive for Good
Reason, or (3) by the Executive as a Limited Period Termination, then the
Executive will be entitled to all benefits provided below in each of
Subsections (i) - (v):
(i) The Company will pay the Executive all Accrued
Compensation and a Pro Rata Bonus.
(ii) The Company will pay the Executive as severance pay and
in lieu of any further salary for periods subsequent to the
Termination Date, in a single payment an amount in cash equal to
three (3) times the sum of (A) the Executive's Base Salary at the
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highest rate in effect at any time within the ninety (90) day period
ending on the date the Notice of Termination is given (or, if the
Executive's employment is terminated after a Change in Control, the
Executive's Base Salary immediately prior to the Change in Control,
if greater) and (B) the "Bonus Amount" (as defined below).
Notwithstanding the foregoing, the amount to be paid under this
Subsection (ii) will be multiplied by a fraction (which in no event
will be greater than one (1), the denominator of which will be the
number of months (for this purpose any partial month will be
considered as a whole month) remaining until the Executive's 67th
birthday and the denominator of which will be thirty-six (36). The
term "Bonus Amount" will mean (x) the greatest amount of any cash
bonus or incentive compensation received by the Executive during the
three fiscal years immediately preceding the Termination Date or
(y), if no such bonus was received by the Executive during any of
such three years, then an amount equal to the Executive's maximum
bonus which could be awarded for the fiscal year in which the
Termination Date occurs had he continued in employment until the end
of such fiscal year, assuming all performance targets and goals (if
applicable) had been fully met by the Company and by the Executive,
as applicable, for such year.
(iii) For a number of months equal to the lesser of (A)
thirty-six (36) or (B) the number of months remaining until the
Executive's 68th birthday, the Company will at its expense continue
on behalf of the Executive and his dependents and beneficiaries the
life insurance, disability, medical, dental and hospitalization
benefits which were being provided to the Executive at the time
Notice of Termination is given (or, if the Executive is terminated
following a Change in Control, the benefits provided to the
Executive at the time of the Change in Control, if greater). the
benefits provided in this Section 9(b)(iii) will be no less
favorable to the Executive, in terms of amounts and deductibles and
costs to him, than the coverage provided the Executive under the
plans providing such benefits at the time Notice of Termination is
given (or, if the Executive is terminated following a Change in
Control, at the time of the Change in Control if more favorable to
the Executive). The Company's obligation hereunder with respect to
the foregoing benefits will be limited to the extent that the
Executive obtains any such benefits pursuant to a subsequent
employer's benefit plans, in which case the Company may reduce the
coverage of any benefits it is required to provide the Executive
hereunder as long as the aggregate coverage of the combined benefit
plans is no less favorable to the Executive, in terms of amounts and
deductibles
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and costs to him, than the coverage required to be provided
hereunder. This Subsection (iii) will not be interpreted so as to
limit any benefits to which the Executive or his dependents may be
entitled under any of the Company's employee benefit plans, programs
or practices following the Executive's termination of employment,
including without limitation, retiree medical and life insurance
benefits.
(iv) The Company will pay in a single payment an amount in
cash equal to the excess of (A) the actuarial equivalent of the
aggregate retirement benefit the Executive would have been entitled
to receive under the Company's supplemental and excess retirement
plans had (x) the Executive remained employed by the Company for an
additional three (3) complete years of credited service (or until
his 67th birthday (if earlier)), (y) his annual compensation during
such period been equal to his Base Salary (at the rate used for
purposes of Section 9(b)(ii)) and the Bonus Amount, and (z) he been
fully (100%) vested in his benefit under each such retirement plan
over (B) the actuarial equivalent of the aggregate retirement
benefit the Executive is actually entitled to receive under such
retirement plans. For purposes of this Subsection (iv), "actuarial
equivalent" will be determined in accordance with the actuarial
assumptions used for the calculation of benefits under any
Retirement Plan as applied prior to the Termination Date in
accordance with such plan's past practices (but will in any event
take into account; the value of any subsidized early retirement
benefit).
(v) All restrictions on any outstanding awards granted by the
Company or any subsidiaries of the Company (including restricted
stock awards) granted to the Executive will lapse and such awards
will become fully (100%) vested immediately, and all stock options
and stock appreciation rights granted to the Executive will become
fully (100%) vested and will become immediately exercisable.
(c) The amounts provided for in Sections 9(a) and 9(b)(i), (ii) and
(iv) will be paid within five (5) days after the Executive's Termination
Date.
(d) The Executive will not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or
otherwise and no such payment will be offset or reduced by the amount of
any compensation or benefits provided to the Executive in any subsequent
employment, except as described in Section 9(b)(iii).
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10. Unauthorized Disclosure. The Executive will not make any Unauthorized
Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" will mean
disclosure by the Executive without the consent of the Board to any person,
other than an employee of the Company or a person to whom disclosure is
reasonably necessary or appropriate in connection with the performance by the
Executive of his duties as an executive of the Company or as may be legally
required, of any confidential information obtained by the Executive while in the
employ of the Company (including, but not limited to, any confidential
information with respect to any of the Company's customers or methods of
distribution) the disclosure of which he knows or has reason to believe will be
materially injurious to the Company; provided, however, that such term will not
include the use or disclosure by the Executive, without consent, of any
information known generally to the public (other than as a result of disclosure
by him in violation of this Section 10) or any information not otherwise
considered confidential by a reasonable person engaged in the same business as
that conducted by the Company.
11. Successors and Assigns.
(a) This Agreement will be binding upon and will inure to the
benefit of the Company, its successors and assigns, and the Company will
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) Neither this Agreement nor any right or interest hereunder will
be assignable or transferable by the 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 the Executive's legal personal representative.
12. Fees and Expenses. The Company will pay all legal fees and related
expenses (including the costs of experts, evidence and counsel) incurred by the
Executive as they become due as a result of (i) the Executive's termination of
employment (including all such fees and expenses, if any, incurred in contesting
or disputing any such termination of employment), (ii) the Executive's hearing
before the Board as contemplated in Section 8(b) of this Agreement, and (iii)
the Executive's seeking to obtain or enforce any right or benefit provided by
this Agreement or by any other plan or arrangement maintained by the Company
under which the Executive is or may be entitled to receive benefits.
13. 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 or sent 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 Secretary of the Company. All notices
and communications will be
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deemed to have been received on the date of delivery thereof or on the third
(3rd)) business day after the mailing thereof, except that notice of change of
address will be effective only upon receipt.
14. Non-exclusivity of Rights. Nothing in this Agreement will prevent or
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by the Company or any of its
subsidiaries and for which the Executive may qualify, and nothing in this
Agreement will limit or reduce such rights as the Executive may have under any
other agreements with the Company or any of its subsidiaries. Amounts which are
vested benefits or which the Executive is otherwise entitled to receive under
any plan or program of the Company or any of its subsidiaries will be payable in
accordance with such plan or program, except as explicitly modified by this
Agreement.
15. Settlement of Claims. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder will not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others.
16. Miscellaneous. No provision of this Agreement may be amended,
modified, or changed unless such amendment, modification or change is agreed to
in writing by the Executive and the Company. Either party may waive any breach
or non-compliance 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 similar or dissimilar provisions or
conditions at the same or 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.
17. 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.
18. 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.
19. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior negotiations, agreements, if
any, understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof.
* * *
[signature page follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.
ICN PHARMACEUTICALS, INC.
By:________________________________
Title:______________________________
ATTEST:
___________________________
Secretary
THE "EXECUTIVE"
By:________________________________
Alan Charles
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