Unassociated Document


    Exhibit
      10.72

    COLUMBIA
      LABORATORIES, INC.

    INCENTIVE
      PLAN

    


    


    1.  Plan
      Objectives

    The
      objectives of the Columbia Laboratories Incentive Plan are to:

    


    
      	·  	
              Encourage
                and reward Participants for achievement of the Company’s financial,
                tactical and strategic objectives;

            


    

    


    
      	·  	
              Reinforce
                a strong performance orientation with variability in awards based
                on
                individual contribution and teamwork; and


            


    

    


    
      	·  	
              Provide
                a fully competitive compensation package that will attract, reward
                and
                retain high caliber employees.

            


    

    


    2.  Plan
      Year

    The
      Plan
      year is the Company’s fiscal year, January 1 through December 31. 

    


    3.  Eligibility
      and Participation

    In
      general, active exempt and non-exempt employees as of March 1 of the Plan year
      are eligible to participate in the Incentive Plan. Employees who are eligible
      for another term incentive plan (e.g., sales incentives) are not eligible to
      participate. Participants who are hired after February 28, but before October
      1,
      of the Plan year are eligible for a pro-rated incentive award based on their
      hire date. Participants hired on or after October 1, of the Plan year are not
      eligible to participate that Plan year. 

    


    To
      be
      eligible for an incentive award, a Participant must be actively employed on
      the
      date of distribution of awards for the Plan year. The following are exceptions
      to this
      general rule:

     

    
      	·  	
              If
                a Participant leaves the Company before the award distribution date
                for
                any of the following reasons, he or she will be eligible to receive
                a
                pro-rated target award based on the period of active employment during
                the
                year:

            


    

    


    
      	o  	
              Retirement
                with the consent of the Company

            


    

    
      	o  	
              Inability
                to perform the work as a result of injury, ill-health or
                disability

            


    

    
      	o  	
              Death
                in service 

            


    

    


    
      	·  	
              A
                Participant who takes an unpaid leave of absence (such as NJFLA)
                will be
                eligible for a pro-rated award for the period of active employment
                during
                the plan year. A Participant who begins an unpaid leave of absence
                and
                does not return prior to December 31 will be eligible for a pro-rated
                award upon return to work. Participants who do not return to work
                will not
                be eligible for an award.

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.  
       General
      Approach

    
      	·  	
              Each
                eligible Participant has an individual incentive target that is expressed
                in units as a percentage of base salary. Individual incentive targets
                are
                established on the basis of position level and are higher for positions
                of
                greater responsibility..

            


    

    


    
      	·  	
              Performance
                criteria and relative weightings of each corporate goal are approved
                annually by the Compensation Committee and the Board of
                Directors.

            


    

    


    
      	·  	
              Each
                year the funding of the annual incentive pool is determined by the
                Compensation committee on the basis of attainment of each of the
                financial
                and strategic goals for the fiscal year, and then finally determined
                by
                the Board. The total number of units in the pool may be more or less
                than
                the target incentive pool based on Company
                performance.

            


    

     

    
      	·  	
              Individual
                awards will take into account performance against individual objectives
                and within the context of the overall annual incentive fund available
                for
                awards.

            


    

     

    5.   
      Individual
      Incentive Targets

    The
      following incentive targets (expressed in units as a percentage of annualized
      base salary) will apply to participants in the Plan based on their position
      and
      level of responsibility in the Company.*

    


    
      	
              Position

            	
              Incentive
                Target

            
	
               

              Officer
                

            	
               

              30%

            
	
               

              Executive
                Director 

              Senior
                Director

              Director

            	
               

               

              25%

            
	
               

              Associate
                Director

            	
               

              20%

            
	
               

              Senior
                Manager

              Manager

            	
               

               

              15%

            
	
               

              Supervisor
                

              Administrator

            	
               

               

              10%

            
	
               

              Non-exempt

            	
               

              4%

            


    

     

    The
      incentive targets for the President and Chief Executive Officer; Senior Vice
      President, General Counsel and Secretary; and Senior Vice President, Chief
      Financial Officer and Treasurer are governed by their respective employment
      agreements.

    


    6.   
      Funding
      Criteria

    The
      incentive pool is based upon the sum of all eligible Participants’ incentive
      targets multiplied by the Board approved funding level (0% - 125%).


    


    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    7.   
      Determination
      of Annual Incentive Pool

    The
      annual incentive pool is initially determined by the Compensation Committee
      of
      the Board of Directors on the basis of the following: the attainment of the
      financial and strategic goals for the Plan year as established by the Board
      of
      Directors; competitive economic factors; the regulatory environment; the timely
      and successful development of products; the Company’s exposure to product
      liability and other lawsuits and contingencies; market and customer acceptance
      and demand for the Company’s pharmaceutical products; reliability of supply of
      the Company’s pharmaceutical products by contract manufacturers; product
      recalls; relationships with significant customers; reimbursement policies of
      third party payors; and general economic conditions. The annual incentive pool
      is finally determined by the Board of Directors. The
      total
      amount of the incentive pool sets the maximum that may be paid out in the total
      awards to all individual Participants. 

    


    8.  Calculation
      of Individual Awards

    To
      determine a Participant’s actual award once the incentive pool funding
      percentage is approved, involves two calculations: 

    (a)
      determination of the Participant’s target award, and (b) application of the
      individual’s performance factor.

    


    
      	(a)  	
              Determination
                of the Participant’s target
                award

            


    

    


    The
      target award for the individual Participant is determined using the following
      formula:

     

    Annualized
      salary x position award target x pool funding percentage = target award in
      units

    


    Example:
      Salary
      of $75,000 x position target award of 15% x pool funding percentage of 110%
      =
      target award of 12,375 units. 

    


    Note
      that
      the target award is based on a Participant’s salary and position level in effect
      on December 31 of the Plan year.

    


    
      	(b)  	
              Application
                of individual’s performance
                factor

            


    

    


    As
      a
      result of the annual performance review, each Participant receives an overall
      performance rating. The rating reflects how well the individual performed
      against his or her personal objectives and the Company objectives.

    


    Using
      the
      following table as a guide, the individual’s target award (as determined in (a)
      above) may be modified to reflect his or her overall performance rating.


    


    For
      example, assume that the Participant whose target award is 12,375 units has
      a
      performance rating of exceeds expectations. The manager may recommend an award
      ranging from 12,375 units (100%) to 15,469 units (125%) to reflect individual
      performance. If that individual’s rating is meets expectations, the award range
      would be 9,281 units (75%) to 12,375 units (100%). Any individual with a rating
      of below expectations will not receive an award.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    
      	
              Overall
                Performance Level Against Individual and Company Objectives
                

            	
              Award
                Guideline

              (%
                of Target Award)

            
	
               

              Exceeds
                expectations 

            	
               

              125 -
                150%

            
	
              High-Meets
                expectations

            	
              100
                - 125%

            
	
              Meets
                expectations

            	
              75
                - 100%

            
	
              Low
                - Meets expectations

            	
              0
                -
                75%

            
	
              Below
                Expectations 

            	
              0%

            


    

    


    The
      sum of all individual awards may not exceed the overall incentive pool allocated
      to the Company, as explained in section 7 above.

    


    9.  
       Payment
      of Awards

    The
      form
      and timing of awards is at the discretion of the Company, but these will
      normally be made to participants on or before March 15 following completion
      of
      the fiscal year. If awards are made in the form of option grants, each unit
      awarded will be equal to a number of options as determined by the Compensation
      Committee of the Board in its sole discretion. Cash payments, if any, will
      be
      made after the deduction of withholdings required by law or as authorized by
      the
      recipient.

    


    10.  Plan
      Administration

    The
      Company has complete discretion regarding all aspects of the Incentive Plan’s
      implementation and administration, and may change the Plan in whole or in part
      or eliminate the Plan entirely at any time.

    


    The
      decision as to whether or not a Participant is eligible to receive an award
      under the Plan rests solely with the Company, which also reserves the right
      to
      forego awards or make reduced awards. The Company’s determination will be final
      and binding. 

    


    Participation
      in this plan does not in any way whatsoever create a contractual relationship
      between the Participant and the Company. 

    


    The
      impact of any award made under the Plan on other employee benefit programs
      will
      be governed by the terms of those programs. 

    


    The
      Plan
      is managed by the Compensation Committee of the Board of Directors. The
      Committee has full power and discretion to interpret and administer the
      Plan.

     

    
      
        
        

      

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