Exhibit 10.12
[LETTERHEAD OF ATRIX INTERNATIONAL INC.]
April 20, 1998
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇. 55306
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 Vice President and Chief Financial 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 two-thirds (2/3) 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 Vice President and Chief Financial
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.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
