ex10_25.htm


    
      
        

      

    

    EXHIBIT
10.25

    
      


      SEPARATION AGREEMENT AND
RELEASE OF ALL CLAIMS

      


      This
Separation Agreement and Release of All Claims (“Agreement”) is made between
Caraco Pharmaceutical Laboratories Limited (“Company”) and Daniel Movens
(“Executive”), as follows:

      


      1.           Resignation
from Employment.  Effective July 28, 2009 (the “Separation
Date”), Executive resigns voluntarily from employment as the Chief Executive
Officer of Company and from all positions with Company and its affiliates
including without limitation as a director of Company.  This Agreement
without more shall evidence such resignations.  Executive will be paid
Executive’s salary and receive all benefits through the Separation
Date.  Executive will be paid for Executive’s accrued but unused
vacation days in accordance with Company policy.  Except as set forth
in this Agreement, all compensation and benefits from the Company shall
terminate on the Separation Date.

      


      2.           Separation
Payment.  Executive will be paid, as a separation payment, the
sum of Eight Hundred Seventy Thousand, Six Hundred and Twenty-One Dollars
($870,621), an amount equal to one and a half (1.5) times the highest annual
base and one and a half (1.5) times the last earned bonus of Executive, less
applicable withholding (“Separation Payment”).  The Separation Payment
shall be paid in a lump sum after Executive signs and returns this Agreement and
the seven (7) day revocation period in Section 14(c) expires without
revocation.  The Separation Payment shall be increased if necessary by
an amount representing a gross-up of any federal, state and local income tax
liability arising from any amounts payable to Executive under this Agreement
which are considered to be a “parachute payment” under Internal Revenue Code
Section 280G and the regulations promulgated thereunder.

      


      3.           Continuation
of Health, Vision and Dental Insurance.  For twelve (12) months
after the Separation Date, (a) Company shall pay and provide Executive with
health insurance coverage and (b) Company shall provide vision and dental
insurance to Executive with the premiums for vision and dental insurance to be
paid by Executive.

      


      4.           Stock
Options and Stock Grants.  All stock options and stock grants
from Company to Executive shall immediately vest, to the extent not previously
vested, and the rights of Executive regarding such stock options and stock
grants shall be as set forth in the respective plans and agreements governing
them.

      


      5.           Release
of All Claims.  In consideration for the Separation Payment and
except for the performance of this Agreement, Executive, for Executive and any
person or representative claiming through Executive, releases and forever
discharges the Company, its predecessors, parent company, subsidiaries and
affiliated organizations, joint ventures, successors and assigns, and their past
and present shareholders, members, directors, officers, employees, agents,
attorneys, benefit plans and plan administrators, sureties and insurers
(collectively “Releasees”) from and against any and all claims, liabilities,
demands, costs, attorney fees, causes of action and damages, including all
consequential and incidental damages, whether known or unknown, arising from the
beginning of time to the date of this Agreement, including without limitation
those relating directly or indirectly to Executive’s employment with the Company
and all claims for personal injury, defamation, breach of contract, wrongful
discharge, violation of due process or civil rights and violation of any
federal, state or local statute, law or ordinance and the common law, including
without limitation violation of the Employee Retirement Income Security Act,
Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the
Fair Labor Standards Act, the Americans with Disabilities Act, the Equal Pay
Act, the Family and Medical Leave Act, the Michigan Elliott-Larsen Civil Rights
Act, the Michigan Persons with Disabilities Act, the Michigan Wage and Fringe
Benefits Act, the Michigan Whistleblower’s Protection Act, and/or any federal,
state or local law regarding discrimination. Notwithstanding this Agreement,
Company acknowledges that Executive is not releasing Executive’s 401(k) plan
balance and rights to continue health, vision or dental insurance under
COBRA.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      It is understood and agreed
that except for the exceptions set forth in this Agreement, this is a full and final release in
complete settlement of all claims and rights of every nature and kind whatsoever
which Executive has or may have against the Company and other
Releasees.  Executive acknowledges that Executive does not have any
personal injuries and/or disabilities related to Executive’s employment with the
Company.

      


      Executive
agrees that Executive will never make any claim or demand against the Company
and/or other Releasees as to any matter released under this Agreement, including
without limitation the filing of a lawsuit in any state or federal court or, to
the full extent authorized by law, the filing of a claim with any governmental
agency provided, however, that the foregoing does not (a) impose any limitation
adversely affecting Executive’s right to challenge the validity of this
Agreement or (b) affect any right to file an administrative charge with the
Equal Employment Opportunity Commission, subject to the restriction that if any
such charge is filed, Executive agrees not to seek or in any way obtain or
accept any monetary award, recovery, settlement or relief
therefrom.  Executive agrees that in the event that he makes such
claim or demand in violation of this paragraph, (a) this Agreement shall serve
as a full and complete defense, and (b) Executive shall be responsible to pay
Company’s/Releasees’ attorney fees and costs to the full extent authorized by
law.

      


      6.           Confidential
Information and Non-Competition.  Executive and Company
executed an Employment Agreement effective May 2, 2005 (the “Employment
Agreement”).  Section 8 of the Employment Agreement and the
Confidentiality and Non-Competition Agreement previously executed by Executive
shall remain in full force and effect and be fully complied with by
Executive.

      


      7.           No
Negative Comments or Interference.  Except as otherwise
required by law provided in which case,  Executive provides Company as
promptly as possible with prior written notice of any such disclosure,: (a)
Executive and Company shall not disparage, criticize or make negative comments
about the other party, its predecessors, parent company, subsidiaries and
affiliated organizations, joint ventures, successors ,their directors, officers,
employees, products or services, (b) Executive and Company shall not take any
action having the effect of damaging the business reputation of the other party,
its predecessors, parent company, subsidiaries and affiliated organizations,
joint ventures, successors (c) Executive shall not take any action interfering
with or adversely affecting Company’s and those of, its predecessors, parent
company, subsidiaries and affiliated organizations, joint ventures, successors'
relationships with its employees, customers or vendors, or (d) Executive shall
not contact any of Company’s, its predecessors', parent company's, subsidiaries'
and affiliated organizations', joint ventures', successors' customers for any
purpose related to Executive’s employment with Company.  Executive
agrees that Executive will not directly or indirectly induce any employee of the
Company, its predecessors, parent company, subsidiaries and affiliated
organizations, joint ventures, successors to engage in any activities prohibited
to Executive under this Agreement or to terminate the employee’s employment with
the Company, its predecessors, parent company, subsidiaries and affiliated
organizations, joint ventures, successors.  The foregoing is not
intended to extend the prohibition on Executive’s direct or indirect
solicitation of customers of the Company for business in competition with the
Company or of employees of the Company for employment for a period beyond two
(2) years after the termination of Executive’s employment with the Company as
set forth in the Confidentiality and Non-Competition Agreement.


      
        
           


        

        
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      8.     
      Confidentiality
of Agreement.  Except as required by law provided in which
case, Executive provides Company as promptly as possible with prior written
notice of any such disclosure, Executive agrees to keep the terms of this
Agreement confidential and to not disclose any such terms to anyone other than
Executive’s spouse, attorney and financial consultant, and then only upon their
agreement to keep such terms confidential for which Executive indemnifies
Company. Executive may also disclose the terms of this Agreement to the Internal
Revenue Service or a governmental agency as required for reporting
purposes.  This Section 8 shall not prevent Executive from disclosing
to prospective employers that he resigned from employment with
Company.

      


      9.      
      Injunctive
Relief.  In addition to any other recovery allowed by law,
Company shall be entitled to a temporary restraining order, preliminary and
permanent injunctive relief and such other equitable relief as appropriate for
any breach by Executive of Sections 6, 7, or 8.

      


      10.           Return of
Property.  By the close of business on the Separation Date
Executive shall return any property of the Company in Executive’s possession
including, but not limited to: identification cards, door access cards, keys,
credit cards, telephones, computers, equipment, tools, software and all Company
records and documents whether in hard copy or electronic form and Company’s
customer documents.  Return of all Company property is a condition to
payment of the Separation Payment.  Executive shall also reconcile all
expense reports prior to the Separation Date.

      


      11.           No
Support for Claims Against Company.  Unless compelled by law
provided in which case, Executive provides Company as promptly as possible with
prior written notice of any such disclosure, Executive will not provide,
directly or indirectly, any information, encouragement or assistance to any
person or entity considering or pursuing a claim or lawsuit against the
Company.

      


      12.           No
Admission of Wrongdoing.  Neither this Agreement nor the
payment of any amounts hereunder shall be construed as an admission of liability
or wrongdoing by the Company or by the Executive.


      
        
           


        

        
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      13.           Cooperation
in Litigation, Investigations and Company Business.  Executive
agrees to cooperate fully with the Company in its defense of or other
participation in any administrative, judicial, arbitral, investigative or other
proceeding arising from any charge, complaint or other action that has been or
may be filed, or with respect to which the Company, its predecessors, parent
company, subsidiaries and affiliated organizations, joint ventures, successors
may be or become involved, relating to any matter that occurred during
Executive’s employment with the Company.  Executive further agrees to
reasonably assist the Company with respect to transition or questions regarding
any business matters with which Executive was involved for the
Company.  Company hereby agrees to indemnify Executive as provided in
paragraph 15 of this Agreement.

      


      14.           Representations
and Revocation Right.

      


      a.      
     Executive has been given a period of at least
twenty-one (21) days in which to consider this Agreement.  Executive
acknowledges that if Executive signed this Agreement before expiration of the
twenty-one (21) days, Executive did so voluntarily and with the intention of
waiving the remainder of such period.

      


      b.       
    Executive is advised by Company to consult with an
attorney.

      


      c.       
    This Agreement shall not be effective or enforceable for
a period of seven (7) days following the date of Executive’s signature below,
during which time only, Executive may revoke this Agreement.  Any such
revocation must be in writing, signed by Executive and delivered or mailed so as
to arrive within such seven (7) days to Fred Green, Bodman LLP, 6th
Floor at Ford Field, 1901 St. Antoine Street, Detroit, Michigan
48226.  If Executive revokes Executive’s acceptance of this Agreement,
Executive shall not receive the Separation Payment.

      


      15.           Indemnification
of Executive.  Company agrees to continue to indemnify
Executive for actions taken in the course of his employment with, or as a
director for, Company to the fullest extent allowed by law and as generally
provided to officers and directors of Company.  Executive shall
continue to receive the benefit of D&O and EPL insurance to the extent in
force during his employment.

      


      16.           Miscellaneous.

      


      a.            Executive
relies wholly on Executive’s own judgment in consultation with Executive’s
attorney or other advisor in executing this Agreement.  Executive has
carefully read this Agreement in its entirety and signs as Executive’s free
act.  Executive acknowledges that Executive has had a reasonable
period of time in which to consider this Agreement.

      


      b.      
     This five (5) page Agreement constitutes the
entire agreement between Executive and the Company with respect to the subject
matter hereof and supersedes any prior or contemporaneous promises, agreements
or representations between them as to such subject matter, including the
Employment Agreement which shall be of no further force or effect, except as
otherwise set forth in this Agreement.  This Agreement cannot be
modified orally but only in a written document signed by Executive and an
authorized representative of the Company.  Except as to applicable
federal law which may preempt state law, this Agreement shall be governed by the
laws of the State of Michigan.


      
        
           


        

        
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      c.           If
any provision of this Agreement, in whole or in part, is determined to be
unlawful or unenforceable, the parties agree that such provision shall be deemed
modified, if possible, to the extent necessary to render such provision valid
and enforceable to the maximum extent permitted by law and, if not possible, it
shall be severed from the Agreement.  In either event all remaining
provisions of this Agreement shall remain in full force and effect.

      


      d.           The
prevailing party shall be entitled to recover its/his costs and attorney fees in
any action for violation of this Agreement.

      


      e.           The
Agreement accurately sets forth the intent and understanding of each
party.  This Agreement may be signed in counterparts which together
shall be one Agreement.  Facsimile signatures are effective as
originals.

      


      Agreed to
and signed below to be effective on the eighth (8th) day
following the date of Executive’s signature below:

      


      READ
BEFORE SIGNING

      


      
        	
                7-28-09

              	 
      	
                /s/ Daniel Movens

              
	
                Date

              	 
      	
                Daniel
      Movens

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                CARACO
      PHARMACEUTICAL LABORATORIES LIMITED

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                7-28-09

              	 
      	
                By:
      /s/ Jitendra N.
  Doshi

              
	
                Date

              	 
      	
                Jitendra
      N. Doshi

              
	 
      	 
      	
                Its:  Chief
      Executive Officer

              


      

    

     

     

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