Exhibit 10.11
[LETTERHEAD OF ATRIX INTERNATIONAL INC.]
April 20, 1998
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Dear ▇▇▇▇▇:
This letter sets forth the agreement of Atrix International, Inc. (the
"Company") to pay severance benefits to you under the circumstances set forth in
this letter.
If your employment as the Company's President and Chief Executive Officer, with
the Company or any successor entity is terminated by the Company or any
successor for any reason other than death or "cause" as defined in the Company's
1994 Stock Option Plan (the "Plan"), within one (1) year after a "change in
control," as defined in the Plan, or (b) you terminate your employment with the
Company or any successor for "Good Reason" as defined below, within one (1) year
after such change in control, then in either such case the Company or any
successor shall be obligated to make severance payments to you in an amount
equal to 100% of your then current annual base salary, payable over a twelve
month period following such termination, in accordance with the Company's
standard payroll practices.
The Company's obligation to make severance payments pursuant to this letter
shall be effective with respect to any such change in control that occurs on or
before June 30, 1999. The Company shall have no obligation to make any severance
payment under this letter with respect to any such change in control that occurs
after June 30, 1999.
For purposes of this letter, "Good Reason" means (a) a change in your status,
position(s), duties or responsibilities as President and Chief Executive Officer
of the Company as currently in effect which, in your reasonable judgement, is
adverse (other than, if applicable, any such change directly attributable to the
fact that the Company is no longer publicly owned); provided, however, that Good
Reason does not include a change in your status, position(s), duties or
responsibilities caused by an insubstantial and inadvertent action that is
remedied by the Company promptly after receipt of notice of such change is given
by you; or (b) a reduction by the Company in your base salary.
The severance benefits payable pursuant to this letter shall supercede and
replace the severance benefits payable pursuant to the July 1, 1997 Compensation
Committee Resolutions to the extent that such resolutions relate to severance
payments to be made to you if the Company were to be acquired. The severance
benefits payable pursuant to the July 1, 1997 Compensation Committee Resolutions
shall remain in full force and effect in accordance with their original terms in
all other respects.
Very truly yours,
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇
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Chairman of the Board
