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EXHIBIT 10.23
AMENDMENT TO EMPLOYMENT AGREEMENT
WHEREAS, on January 1, 2000, the Company entered into certain
Employment Agreements with ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Ph.D., R. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; and
WHEREAS, the Board of Directors has resolved to further amend each
Employment Agreement, as hereinbelow more particularly set forth.
NOW THEREFORE, each Employment Agreement between the Company and the
executive officers set forth above is hereby amended as follows:
1. The text of Section 7(c)(i) setting forth the definition of
"Cause" is amended to require that the executive have been convicted of the
commission of a felony or crime involving dishonesty, fraud or moral turpitude
rather than that he need just to have been charged with such a crime.
2. The text of Section 8(e) is amended to add that the payment of
the Salary Continuation and other benefits shall be provided following
termination of the Employment Agreement as a result of termination of the
Employment Agreement pursuant to Section 7(a)(i) as a result of the executive's
death.
3. Section 8(f) is amended to delete the reference to Section
7(a)(i) which provides for no Salary Continuation for other events of
termination.
4. A new Section 17 is added to read as follows:
"Any claims, disputes or controversies arising out of or
relating to this Agreement between the parties (other than
those arising under Section 11) shall be submitted to
arbitration by the parties. The arbitration shall be conducted
in Atlanta, Georgia in accordance with the rules of the
American Arbitration Association then in existence and the
following provisions: Either party may serve upon the other
party by guaranteed overnight delivery by a nationally
recognized express delivery service, written demand that the
dispute, specifying in detail its nature, be submitted to
arbitration. Within seven business days after the service of
such demand, each of the parties shall appoint an arbitrator
and serve written notice by guaranteed overnight delivery by a
nationally recognized express delivery service, of such
appointment upon the other party. The two arbitrators
appointed shall appoint a third arbitrator. The decision of
two arbitrators in writing under oath shall be final and
binding upon the parties. The arbitrators shall decide who is
to pay the expenses of the arbitration. If the two arbitrators
appointed fail to agree upon a third arbitrator within ten
days after their appointment, then an application may be made
by either party, upon notice to the other party, to any court
of competent jurisdiction for the appointment of a third
arbitrator, and any such appointment shall be binding upon
both parties."
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5. This Amendment shall be effective on the date approved by the
Board.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed on January 22, 2000.
FIRST HORIZON PHARMACEUTICAL CORPORATION
By:/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Chairman and CEO
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EMPLOYEES
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Ph.D.
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Ph.D.
/s/ R. ▇▇▇▇▇ ▇▇▇▇▇
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R. ▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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