Exibit
10.3


 


AMENDMENT NO. 1


TO


SEPARATION AGREEMENT AND FULL
RELEASE


 


 


                AMENDMENT
NO. 1 (the “Amendment”) to Separation Agreement and Full Release dated June 17,
2004 (the “Agreement”) by and between James M. Hussey (“Executive”) and
NeoPharm, Inc. (the “Company”).


                WHEREAS,
the Executive and the Company have previously entered into the Agreement for
the purpose of defining their rights and benefits with respect to Executive’s
separation from service with the Company; and


                WHEREAS,
Executive and the Company wish to amend the Agreement to allow for remaining
payments required to be made under the Agreement to be made in stock of the
Company rather than cash.


                NOW
THEREFORE, in consideration of the foregoing recitals, the mutual, covenants
and agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


1.                                       The Agreement is amended as follows:


 


(a)                                  There is added to Section 2 of the
Agreement a new Section 2 (f) which shall read as follows:


 


(f)                                    Notwithstanding anything appearing in
this Section 2 or elsewhere in this Agreement, all Salary Continuance and Bonus
payments to be made by the Company to Executive under Section 2 (a) (ii) on and
after February 28, 2005, which payments the parties agree equal $188,353.00,
shall not be made in cash, but rather, shall be aggregated and paid as a single
Stock Bonus Award to Executive of 23,692 shares of the common stock of the
Company under the Company’s 1998 Equity Incentive Plan.  Such Stock Bonus shall be in lieu of any and
all remaining cash payments required to be made to Executive under Section 2 of
the Agreement.


 


2.                                       Except as expressly amended hereby and by
any other supplemental documents or instruments executed by the parties hereto
in order to effectuate the transaction contemplated hereby, all the other terms
and provisions of the Agreement shall continue and the Agreement, as so 





















 


               amended, is hereby ratified and
confirmed in all respects by the parties hereto and shall remain in full force
and effect in accordance with the terms hereof.


 


IN WITNESS WHEREOF, the parties have
executed this Amendment as of the 11th day of March 2005.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  EXECUTIVE

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   /s/ James
  M. Hussey

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  James M. Hussey

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NEOPHARM INC.

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   /s/ Lawrence
  A. Kenyon

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Lawrence
  A. Kenyon

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer