Exhibit
10.1


 


TERMS OF
EMPLOYMENT


FOR RONALD
G. EIDELL


AS INTERIM
CEO AND PRESIDENT


 


1.             Term. 
Mr. Eidell shall serve as the CEO and President of NeoPharm, Inc. on an
interim basis until his successor shall be duly elected and qualified by the
Board of Directors or until his employment shall be otherwise terminated,
whichever is earlier, as provided in the definitive employment agreement to be
entered into by the Company and Mr. Eidell.


 


2.             Base Salary.  Mr. Eidell shall receive a base salary of
$325,000 per year, prorated for the period during which he serves.


 


3.             Bonus. 
Mr. Eidell shall be eligible to receive a bonus (the “Bonus”) based on a
percentage of his Base Salary, and prorated for the period of his
employment.  The Bonus, if any, shall be
determined by the Compensation Committee based on the achievement by the
Company of certain specific strategic plans and goals (the “Performance Goals”)
during the Executive’s period of employment with such Performance Goals to be
determined by the Board, in consultation with the Executive, within 90 days of
Executive’s employment.  Achievement of
the Performance Goals, as determined by the Compensation Committee, shall
result in the following payments to Mr. Eidell as a percentage of base salary:


 


	
  Level of Achievement

  	
   

  	
  Bonus as
  Percent of Base Salary

  
	
   

  	
   

  	
   

  
	
  Below Target

  	
   

  	
       0 - 35%

  
	
  Target Goal

  	
   

  	
  35%

  
	
  Overachievement Goal

  	
   

  	
  35%
  - 50%

  



 


4.             Options. 
The Company shall grant to Executive options pursuant to the Company’s
1998 Equity Incentive Plan (the “Option Plan”), as amended, to purchase 80,000
shares of the Company’s Common Stock (the “Options”) at an option exercise
price equal to the Fair Market Value as determined under the Option Plan as of
the Date of Grant, as determined under the Option Plan.  The Options shall vest upon the termination
of the Term as a result of the Executive’s stepping down to allow a new
permanent CEO to take office or, if the term has not previously ended, one year
from the Date of Grant, whichever occurs earlier.


 


5.             Additional Benefits.


 


•                                          The Company
will provide Executive with a monthly transportation allowance in the amount of
$1,500.00 per month to be used by Executive for commuting to and from the
Company’s offices;


 


•                                          The Company
will provide Executive and his family with the opportunity to receive group
medical coverage under the terms under the Company’s health insurance plan, but
subject to completion of normal waiting periods during which time the Company
will pay or reimburse the Executive for the costs of COBRA coverage for the
Executive and his family;


 


•                                          Executive shall
be eligible to participate in the Company’s 401(k) program and life insurance
programs.


 


6.             Agreement with Tatum Partners, LLC.  As Mr. Eidell is a partner in Tatum Partners,
LLC, (“Tatum Partners”) the Company will enter into an agreement with Tatum
Partners providing for up to 20% of Mr. Eidell’s Base Salary and Bonus, if any,
to be remitted to Tatum Partners in consideration for Mr. Eidell’s serving as
President and CEO of the Company, which agreement may also include, but not be
limited to, provisions obligating the Company to indemnify and hold harmless
Tatum Partners.


 


7.             Other Standard Terms and Conditions.  The Employment Agreement to be entered into
by the Company with Mr. Eidell shall also include such additional terms
conditions and consents, including restrictive covenants, as the officer of the
Company negotiating such agreement shall determine to be advisable.


 


 


	
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  Approved and adopted by the Board of Directors of NeoPharm, Inc. on
  March 10, 2005.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted this 10th day of 

  March, 2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Ronald G. Eidell

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ronald G. Eidell