**Exhibit10.20**

 
| **** | **BIO–TECHNOLOGY GENERAL CORP.** |
|------|---------------------------------------|

 

**EmploymentAgreement**

**for**

**NormanW. Barton**

**SeniorVice President, Chief Medical Officer**

 

 

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**Contents**

 
| Article 1. Term of  Employment                  |
|-------------------------------------------------|
|                                            |
| Article 2. Definitions                          |
|                                            |
| Article 3.  Position and Responsibilities       |
|                                            |
| Article 4. Standard of Care                     |
|                                            |
| Article 5. Compensation                         |
|                                            |
| Article 6. Expenses                             |
|                                            |
| Article 7.  Employment Terminations             |
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| Article 8. Change in  Control                   |
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| Article 9. Assignment                           |
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| Article 10. Legal  Fees and Notice              |
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| Article  11. Confidentiality and Noncompetition |
|                                            |
| Article 12.  Outplacement Assistance            |
|                                            |
| Article 13. Miscellaneous                       |
|                                            |
| Article 14. Governing Law                       |

 

 

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**EmploymentAgreement**

 

This Agreement is made,entered into, and is effective as of the Effective Date, by and between theCompany and the Executive.

 

**Article 1. Term of Employment**

 

1.1     The Company hereby agrees to employ theExecutive and the Executive hereby agrees to serve the Company in accordancewith the terms and conditions set forth herein, for a period of three (3)years, commencing as of the Effective Date.

 

1.2     Commencing on the third (3rd) anniversaryof the Effective Date, and each anniversary thereafter, the term of thisAgreement shall automatically be extended for one (1) additional year, unlessat least ninety (90) days prior to such anniversary, the Company or theExecutive shall have given notice in accordance with Section 10.2 hereof thatit or he does not wish to extend the term of the Agreement.

 

**Article 2. Definitions**

 

2.1     **“Agreement”**means this Employment Agreement.

 

2.2     **“AnnualBonus”** means the annual bonus to be paid to the Executive inaccordance with the Company’s annual bonus program as described in Section 5.3herein.

 

2.3     **“BaseSalary”** means the salary of record paid to the Executive as annualsalary, pursuant to Section 5.2, excluding amounts received under incentive orother bonus plans, whether or not deferred.

 

2.4     **“BeneficialOwner”** shall have the meaning ascribed to such term in Rule13d-3 of the General Rules and Regulations under the Securities Exchange Act.

 

2.5     **“Beneficiary”**means the persons or entities designated or deemed designated by the Executivepursuant to Section 13.6 herein.

 

2.6     **“Board”**or **“Board of Directors”** means theBoard of Directors of the Company.

 

2.7     **“Cause”**means:

 

(a)   Executive materially breached any of theterms of this Agreement and failed to correct such breach within fifteen (15)days after written notice thereof from the Company;

 

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(b)   Executive has been convicted of a criminaloffense involving a felony giving rise to a sentence of imprisonment;

 

(c)   Executive has breached a fiduciary trust forthe purpose of gaining a personal profit, including, without limitation, embezzlement;or

 

(d)   Despite adequate warnings, Executiveintentionally and willfully failed to perform reasonably assigned duties withinthe normal and customary scope of the Position.

 

2.8              **“Change in Control” or “CIC”** of the Company shall be deemed to haveoccurred as of the first day that any one or more of the following conditionsis satisfied:

 

(a)           Any consolidation or merger in whichthe Company is not the continuing or surviving entity or pursuant to whichshares of the Common Stock would be converted into cash, securities, or otherproperty, other than (i) a merger of the Company in which the holders of theCommon Stock immediately prior to the merger have the same proportionateownership of common stock of the surviving corporation immediately after themerger, or (ii) a consolidation or merger which would result in the votingsecurities of the Company outstanding immediately prior thereto continuing torepresent (by being converted into voting securities of the continuing orsurviving entity) more than 50% of the combined voting power of the votingsecurities of the continuing or surviving entity immediately after suchconsolidation or merger and which would result in the members of the Boardimmediately prior to such consolidation or merger (including for this purposeany individuals whose election or nomination for election was approved by avote of at least two-thirds of such members) constituting a majority of theBoard (or equivalent governing body) of the continuing or surviving entityimmediately after such consolidation or merger;

 

(b)           Any sale, lease, exchange, or othertransfer (in one transaction or a series of related transactions) of all orsubstantially all the Company’s assets;

 

(c)           The Company’s stockholders approveany plan or proposal for the liquidation or dissolution of the Company;

 

(d)           Any Person shall become theBeneficial Owner of forty (40) percent or more of the Common Stock other thanpursuant to a plan or arrangement entered into by such Person and the Company;or

 

(e)           During any period of two consecutiveyears, individuals who at the beginning of such period constitute the entireBoard of Directors shall cease for any reason to constitute a majority of theBoard unless the election or nomination for election by the Company’s stockholdersof each new director was approved by a vote of at lest two-thirds of thedirectors then still in office who were directors at the beginning of theperiod.

 

2.9              **“CIC Severance Benefits”** means the payment of severancecompensation associated with a Qualifying Termination occurring subsequent to aChange in Control, as described in Section 8.3.

 

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2.10        **“Code”** means the United States Internal Revenue Code of1986, as amended.

 

2.11**   “Common Stock”**means the common stock of the Company, $.01 par value.

 

2.12        **“Compensation Committee”** means the Compensation and Stock OptionCommittee of the Board, or any other committee      appointed by the Board to perform the functions of suchcommittee.

 

2.13        **“Company”** means Bio-Technology General Corp., aDelaware corporation, or any Successor Company thereto as provided in Section9.1 herein.

 

2.14   **“Director”**means any individual who is a member of the Board of Directors of the Company.

 

2.15        **“Disability”** or **“Disabled”**means for all purposes of this Agreement, the meaning ascribed to such term inthe Company’s long-term disability plan, or in any successor to such plan.

 

2.16   **“EffectiveDate”** means January 1, 2002.

 

2.17   **“EffectiveDate of Termination”** means the date on which a termination of theExecutive’s employment occurs.

 

2.18   **“EmploymentDate”** means April 26, 1996.

 

2.19        **“Executive”** means Norman W. Barton, M.D., Ph.D. who,as of the Effective Date, resides at 19 Overshot Court, Phoenix, Maryland  21131.

 

2.20        **“Good Reason”** shall mean, without the Executive’sexpress written consent, the occurrence of any one or more of the following:

 

(a)      Reducing the Executive’s Base Salary;

 

(b)      Failing to maintain Executive’s amount ofbenefits under or relative level of participation in the Company’s employeebenefit or retirement plans, policies, practices, or arrangements in which theExecutive participates as of the Effective Date of this Agreement, includingany perquisite program; provided, however, that any such change that appliesconsistently to all executive officers of the Company or is required byapplicable law shall not be deemed to constitute Good Reason;

 

(c)      Failing to require any Successor Companyto assume and agree to perform the Company’s obligations hereunder;

 

(d)      The occurrence of any one or more of thefollowing events on or after the announcement of the transaction which leads tothe CIC and up to twenty-four (24) calendar months following the effective dateof a CIC:

 

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(1)   Requiring Executive to be based at a locationthat requires the Executive to travel at least an additional thirty-five (35)miles per day;

 

(2)   Requiring Executive to report to a positionwhich is at a lower level than the highest level to which Executive reportedwithin the six (6) months prior to the CIC;

 

(3)   Demoting Executive to a level lower thanExecutive’s level in the Company as of the Effective Date.

 

2.21        **“Notice of Termination”** means a written notice which shallindicate the specific termination provision in this Agreement relied upon, andshall set forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination of the Executive’s employment under theprovisions so indicated, and, where applicable, shall specifically includenotice pursuant to Section 1.2 that Company has elected not to renew thisAgreement.

 

2.22        **“Person”** shall have the meaning ascribed to suchterm in Section 3(a)(9) of the Securities Exchange Act and used in Sections 13(d)and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

 

2.23**   “Position”**shall have the meaning ascribed to it in Section 3.1.

 

2.24        **“Qualifying Termination”** means any of the events described inSection 8.2 herein, the occurrence of which triggers the payment of CICSeverance Benefits hereunder.

 

2.25        **“Securities Exchange Act”** means the United States SecuritiesExchange Act of 1934, as amended.

 

2.26   **“ServiceMultiple”** shall have the meaning ascribed to it in Section 7.4(c).

 

2.27        **“Severance Benefits”** means the payment of severancecompensation as provided in Sections 7.4 and 7.6 herein, and not payable due toa Change in Control of the Company.

 

2.28   **“SuccessorCompany”** shall have the meaning ascribed to it in Section 9.1.

 

2.29   **“Term”**shall mean that period of time commencing on the Effective Date and ending onthe Effective Date of Termination.

 

**Article3. Position and Responsibilities**

 

3.1              During the term of this Agreement, the Executiveagrees to serve as Senior Vice President, Chief Medical Officer of the Companyor in such other position which Executive shall agree to accept or to whichExecutive shall be promoted during the Term and Executive shall report directlyto the President or such other position which is at a higher position or levelin the 

 

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                             Company than Executive and as shall bedetermined by the Chief Executive Officer in his sole discretion, and shallmaintain the level of duties and responsibilities as in effect as of theEffective Date, or such higher level of duties and responsibilities asExecutive may be assigned during the Term (the “Position”).

 

**Article 4. Standard of Care**

 

4.1              During the term of this Agreement, the Executiveagrees to devote substantially his full time, attention, and energies to theCompany’s business and shall not be engaged in any other business activity,whether or not such business activity is pursued for gain, profit, or otherpecuniary advantage unless such business activity is approved by theCompensation Committee (or, in the event the Compensation Committee ceases toexist, the Board).  However, subject toArticle 11 herein and approval by the Compensation Committee (or the Board, asthe case may be), the Executive may serve as a director of other companies solong as such service is not injurious to the Company.

 

**Article 5. Compensation**

 

5.1              As remuneration for all services to be rendered by theExecutive during the term of this Agreement, and as consideration for complyingwith the covenants herein, the Company shall pay and provide to the Executivethose items set forth in Sections 5.2 through 5.8.

 

5.2              **Base Salary**. The Company shall pay the Executive aBase Salary in an amount which shall be established from time to time by the Boardof Directors of the Company or the Board’s designee; provided, however, thatsuch Base Salary shall not be less thanTWO-HUNDRED-THIRTY-SIX-THOUSAND-FIVE-HUNDRED DOLLARS (US$236,500) per year.

 

(a) This Base Salaryshall be paid to the Executive in equal installments throughout the year,consistent with the normal payroll practices of the Company.

 

(b) The Base Salary shallbe reviewed at least annually following the Effective Date of this Agreement,while this Agreement is in force, to ascertain whether, in the judgment of theBoard or the Board’s designee, such Base Salary should be increased basedprimarily on the performance of the Executive during the year. If so increased,the Base Salary as stated above shall, likewise, be increased for all purposesof this Agreement and shall not, in any event, be decreased in any year.

 

5.3              **Annual Bonus.** In addition to his Base Salary, theExecutive shall be entitled to participate in the Company’s annual short-termincentive program, as such program may exist from time to time, at a levelcommensurate with the Position.  Thepercentage of Base Salary targeted as annual short-term incentive compensationshall be established for the Position by the Company’s Compensation Committeein its sole discretion (the “targeted Annual Bonus 

 

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                             award”). Executive acknowledges that theamount of annual short-term incentive, if any, to be awarded shall be at thesole discretion of the Company’s Compensation Committee, may be less or morethan the targeted Annual bonus award, and will be based on a number of factorsset in advance by the Compensation Committee for each calendar year, includingthe Company’s performance and the Executive’s individual performance. Nothingin this Section 5.3 shall be construed as obligating the Company or the Boardto refrain from changing, and/or amending the short-term incentive program, solong as such changes are equally applicable to all executive employees in theCompany.

 

5.4              **Long-Term Incentives.** The Executive shall be eligible toparticipate in the Company’s long-term incentive plan, as such shall be amendedor superseded from time to time provided, however, that nothing in this Section5.4 shall be construed as obligating the Company or the Board to refrain fromchanging, and/or amending the long-term incentive plan, so long as such changesare equally applicable to all executive employees in the Company.

 

5.5              **Retirement Benefits.** The Company shall provide to theExecutive participation in any Company qualified defined benefit and definedcontribution retirement plans as may be established during the term of thisAgreement; provided, however, that nothing in this Section 5.5 shall beconstrued as obligating the Company to refrain from changing, and/or amendingthe nonqualified retirement programs, so long as such changes are equallyapplicable to all executive employees in the Company.

 

5.6              **Employee Benefits.** During the Term, and as otherwiseprovided within the provisions of each of the respective plans, the Companyshall provide to the Executive all benefits to which other executives andemployees of the Company are entitled to receive, as commensurate with thePosition, subject to the eligibility requirements and other provisions of such arrangementsas applicable to executives of the Company generally.

 

(a)           Such benefits shall include, butshall not be limited to, group term life insurance, comprehensive health andmajor medical insurance, dental and life insurance, and short-term and long-termdisability.

 

(b)           The Executive shall likewiseparticipate in any additional benefit as may be established during the term ofthis Agreement, by standard written policy of the Company.

 

5.7              **Vacation.** The Executive shall be entitled to suchpaid vacation as is customary for the Position in corporate institutions ofsimilar size and character, but in any event not less than twenty (20) paidvacation days during each calendar year; provided, however, that without priorwritten approval, Executive may carry forward into the next year no more thanten (10) unused vacation days from the current year.

 

5.8              **Perquisites.** The Company shall provide to theExecutive, at the Company’s expense, all perquisites which the Board maydetermine from time to time to provide; provided, however, that nothing in thisSection 5.8 shall be construed as obligating the Company or the Board torefrain from changing, and/or amending the perquisite program, so long as suchchanges are equally applicable to all executive employees in the Company.

 

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5.9              **Right to Change Plans.** The Company shall not be obligated toinstitute, maintain, or refrain from changing, amending, or discontinuing anybenefit plan, program, or perquisite, so long as such changes are equallyapplicable to all executive employees in the Company.

 

**Article 6. Expenses**

 

6.1              Upon presentation of appropriate documentation, theCompany shall pay, or reimburse the Executive for all ordinary and necessaryexpenses, in a reasonable amount, which the Executive incurs in performing hisduties under this Agreement including, but not limited to, travel,entertainment, professional dues and subscriptions, and all dues, fees, andexpenses associated with membership in various professional, business, andcivic associations and societies.

 

**Article7. Employment Terminations**

 

7.1              **Termination Due to Death.** In the event the Executive’s employmentis terminated while this Agreement is in force by reason of death, theCompany’s obligations under this Agreement shall immediately expire.Notwithstanding the foregoing, the Company shall be obligated to pay to theExecutive the following:

 

(a)   Base Salary through the Effective Date ofTermination;

 

(b)   An amount equal to the Executive’s unpaidtargeted Annual Bonus award, established for the fiscal year in which suchtermination is effective, multiplied by a fraction, the numerator of which isthe number of completed days in the then-existing fiscal year through theEffective Date of Termination, and the denominator of which is three hundredsixty-five (365);

 

(c)   All outstanding long-term incentive awardsshall be subject to the treatment provided under the applicable long-termincentive plan of the Company;

 

(d)   Accrued but unused vacation pay through theEffective Date of Termination; and

 

(e)   All other rights and benefits the Executiveis vested in, pursuant to other plans and programs of the Company.

 

(f)    The benefits described in Sections 7.1(a)and (d) shall be paid in cash to the Executive in a single lump sum as soon asracticable following the Effective Date of Termination, but in no event beyondthirty (30) days from such date. All other payments due to the Executive upontermination of employment, including those in Sections 7.1(b) and (c), shall bepaid in accordance with the terms of such applicable plans or programs.

 

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(g)   With the exception of the covenants containedin Articles 9 and 14 and Sections 7.1(f), 13.3, 13.5, and 13.7 herein(which shall survive such termination), the Company and the Executivethereafter shall have no further obligations under this Agreement.

 

7.2              **Termination Due to Disability.** In the event that the Executive becomes Disabled during the term of thisAgreement and is, therefore, unable to perform his duties herein for more thanone hundred eighty (180) total calendar days during any period of twelve(12) consecutive months, or in the event of the Board’s reasonable expectationthat the Executive’s Disability will exist for more than a period of onehundred eighty (180) calendar days, the Company shall have the right toterminate the Executive’s active employment as provided in this Agreement.

 

(a)   The Board shall deliver written notice to theExecutive of the Company’s intent to terminate for Disability at least thirty(30) calendar days prior to the Effective Date of Termination.

 

(b)   Such Disability to be determined by the Boardof Directors of the Company upon receipt of and in reliance on competent medicaladvice from one (1) or more individuals, selected by the Board, who arequalified to give such professional medical advice.

 

(c)   A termination for Disability shall becomeeffective upon the end of the thirty (30) day notice period. Upon the EffectiveDate of Termination, the Company’s obligations under this Agreement shallimmediately expire.

 

(d)   Notwithstanding the foregoing, the Companyshall be obligated to pay to the Executive the following:

 

(1)   Base Salary through the Effective Date ofTermination;

 

(2)   An amount equal to the Executive’s unpaidtargeted Annual Bonus award, established for the fiscal year in which theEffective Date of Termination occurs, multiplied by a fraction, the numeratorof which is the number of completed days in the then-existing fiscal yearthrough the Effective Date of Termination, and the denominator of which isthree hundred sixty-five (365);

 

(3)   All outstanding long-term incentive awardsshall be subject to the treatment provided under the applicable long-term incentiveplan of the Company;

 

(4)   Accrued but unused vacation pay through theEffective Date of Termination; and

 

(5)   All other rights and benefits the Executiveis vested in, pursuant to other plans and programs of the Company.

 

(e)   The benefits described in Sections 7.2(d)(1)and (d)(4) shall be paid in cash to the Executive in a single lump sum as soonas practicable following the Effective Date of Termination, but in no eventbeyond thirty (30) days from such date. All other payments due to the Executiveupon termination of employment, including those in Sections 

 

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7.2(d)(2) and (d)(3),shall be paid in accordance with the terms of such applicable plans or program.

 

(f)    With the exception of the covenantscontained in Articles 8, 9, 11, and 14 and Sections 7.2(e), 13.3, 13.5, and13.7 herein (which shall survive such termination), the Company and theExecutive thereafter shall have no further obligations under this Agreement.

 

7.3              **Voluntary Termination by theExecutive.** TheExecutive may terminate this Agreement at any time by giving Notice ofTermination to the Board of Directors of the Company, delivered at leastfourteen (14) calendar days prior to the Effective Date of Termination.

 

(a)   The termination automatically shall becomeeffective upon the expiration of the fourteen (14) day notice period.Notwithstanding the foregoing, the Company may waive the fourteen (14) daynotice period; however, the Executive shall be entitled to receive all elementsof compensation described in Sections 5.1 through 5.6 for the fourteen(14) day notice period, subject to the eligibility and participationrequirements of any qualified retirement plan.

 

(b)   Upon the Effective Date of Termination,following the expiration of the fourteen (14) day notice period, the Companyshall pay the Executive his full Base Salary and accrued but unused vacationpay, at the rate then in effect, through the Effective Date of Termination,plus all other benefits to which the Executive has a vested right at that time(for this purpose, the Executive shall not be paid any Annual Bonus withrespect to the fiscal year in which voluntary termination under this Sectionoccurs).

 

(c)   With the exception of the covenants containedin Articles 8, 9, 11, and 14 and Sections 13.3, 13.5, and 13.7 herein (whichshall survive such termination), the Company and the Executive thereafter shallhave no further obligations under this Agreement.

 

7.4              **Involuntary Termination by theCompany without Cause.** At all times during the Term, the Board may terminate the Executive’semployment for reasons other than death, Disability, or for Cause, by providingto the Executive a Notice of Termination, at least sixty (60) calendar days(ninety (90) calendar days when termination is due to non-renewal of thisAgreement by the Company pursuant to Section 1.2) prior to the Effective Dateof Termination; provided, however, that such notice shall not preclude theCompany from requiring Executive to leave the Company immediately upon receiptof such notice.

 

(a)   Such Notice of Termination shall beirrevocable absent express, mutual consent of the parties.

 

(b)   Upon the Effective Date of Termination (not aQualifying Termination), following the expiration of the sixty (60) day noticeperiod (90 days in the case of non-renewal), the Company shall pay and provideto the Executive:

 

(1)   An amount equal to the Service Multiple timesthe Executive’s annual Base Salary established for the fiscal year in which theEffective Date of Termination occurs;

 

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(2)   An amount equal to the Service Multiple timesthe Executive’s targeted Annual Bonus award established for the fiscal year inwhich the Effective Date of Termination occurs; provided, however, that nopayment shall be made under this Section 7.4(b)(2) if the Effective Date ofTermination is less than twelve (12) months after the Employment Date;

 

(3)   A continuation of the welfare benefits ofhealth care, life and accidental death and dismemberment, and disabilityinsurance coverage (or if continuation under the Company’s then current plansis not allowed, then provision at the Company’s expense but subject to paymentby Executive of those payments which Executive would have been obligated tomake under the Company’s then current plan, of substantially similar welfarebenefits from one or more third party providers) after the Effective Date ofTermination for a number of months equal to the Service Multiple times twelve(12).  These benefits shall be providedto the Executive at the same coverage level as in effect as of the EffectiveDate of Termination, and at the same premium cost to the Executive which waspaid by the Executive at the time such benefits were provided. However, in theevent the premium cost and/or level of coverage shall change for all employeesof the Company, or for management employees with respect to supplementalbenefits, the cost and/or coverage level, likewise, shall change for theExecutive in a corresponding manner. The continuation of these welfare benefits shall be discontinued ifprior to the expiration of the period, the Executive has availablesubstantially similar benefits at a comparable cost to the Executive from a subsequentemployer, as determined by the Compensation Committee (or, in the event theCompensation Committee ceases to exist, the Board);

 

(4)   All outstanding long-term incentive awardsshall be subject to the treatment provided under the applicable long-termincentive plan of the Company;

 

(5)   An amount equal to the Executive’s unpaidBase Salary and accrued but unused vacation pay through the Effective Date ofTermination; and

 

(6)   All other benefits to which the Executive hasa vested right at the time, according to the provisions of the governing planor program.

 

(c)   For purposes of this Section 7.4, the term“Service Multiple” shall be equal to the quotient resulting from a formula thenumerator of which is the lesser of (a) full number of completed months thathave elapsed since the Employment Date (but not less than 6 months) and (b)eighteen (18) and the denominator of which is twelve (12);

 

(d)   In the event that the Board terminates theExecutive’s employment without Cause on or after the date of the announcementof the transaction which leads to a CIC, the Executive shall be entitled to theCIC Severance Benefits as provided in Section 8.3 in lieu of the SeveranceBenefits outlined in this Section 7.4.

 

(e)   Payment of all of the benefits described inSection 7.4(b)(1) shall be paid in cash to the Executive in equal bi-weeklyinstallments over a period of consecutive months equal to 

 

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the Service Multiple times twelve (12) and beginningon the fifteenth day of the month following the month in which the EffectiveDate of Termination occurs.

 

(f)    Payment of all but forty thousand dollars($40,000) of the benefits described in Section 7.4(b)(2) shall be paid incash to the Executive in a single lump sum as soon as practicable following theEffective Date of Termination, but in no event beyond thirty (30) days fromsuch date.  The forty thousand dollars($40,000) which was withheld shall be paid in cash to the Executive in a singlelump sum at the end of the twelve (12) month restrictive period set forth inSections 11.2 and 11.3 of this Agreement.

 

(g)   Except as specifically provided in Section7.4(e) and (f), all other payments due to the Executive upon termination ofemployment shall be paid in accordance with the terms of such applicable plansor programs.

 

(h)   With the exception of the covenants containedin Articles 8, 9, 10, 11, 12 and 14 and Sections 7.4, 13.3, 13.5, and 13.7(which shall survive such termination), the Company and the Executivethereafter shall have no further obligations under this Agreement.

 

(i)    Notwithstanding anything herein to thecontrary, the Company’s payment obligations under this Section 7.4 shall beoffset by any amounts that the Company is required to pay to the Executiveunder a national statutory severance program applicable to such Executive.

 

7.5              **Termination for Cause.** Nothing in this Agreement shall beconstrued to prevent the Board from terminating the Executive’s employmentunder this Agreement for Cause.

 

(a)   To be effective, the Notice of Terminationmust set forth in reasonable detail the facts and circumstances claimed toprovide a basis for such termination for Cause.

 

(b)   In the event this Agreement is terminated bythe Board for Cause, the Company shall pay the Executive his Base Salary andaccrued vacation pay through the Effective Date of Termination, and theExecutive shall immediately thereafter forfeit all rights and benefits (otherthan vested benefits) he would otherwise have been entitled to receive underthis Agreement. The Company and the Executive thereafter shall have no furtherobligations under this Agreement with the exception of the covenants containedin Articles 9, 10, 11, and 14 and Sections 13.3, 13.5, and 13.9 herein (whichshall survive such termination).

 

7.6              **Termination for Good Reason.** Except where Section 2.20(d) isapplicable, this Section 7.6 shall only become effective when at least twelve(12) months have elapsed since the Employment Date.   Prior to this Section 7.6 becoming effective, any notice oftermination by Executive may only be given pursuant to Section 7.3.  The Executive shall have sixty (60) daysfrom the date he learns of action taken by the Company that allows theExecutive to terminate his employment for Good Reason to provide the Board witha Notice of Termination.

 

(a)   The Notice of Termination must set forth inreasonable detail the facts and circumstances claimed to provide a basis forsuch Good Reason termination.

 

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(b)   The Company shall have thirty (30) days tocure such Company action following receipt of the Notice of Termination.

 

(c)   The Executive is required to continue hisemployment for the sixty (60) day period following the date in which heprovided the Notice of Termination to the Board. The Company may waive thesixty (60) day notice period; however, the Executive shall be entitled toreceive all elements of compensation described in Sections 5.1 through 5.6 forthe sixty (60) day notice period, subject to the eligibility and participationrequirements of any qualified retirement plan.

 

(d)   Upon a termination of the Executive’semployment for Good Reason during the Term, and following the expiration of thesixty (60) day notice period, the Company shall pay and provide to theExecutive the following:

 

(1)   An amount equal to one-and-one-half (1.5)times the Executive’s annual Base Salary established for the fiscal year inwhich the Effective Date of Termination occurs;

 

(2)   An amount equal to one-and-one-half (1.5)times the Executive’s targeted Annual Bonus award established for the fiscalyear in which the Effective Date of Termination occurs;

 

(3)   A continuation of the welfare benefits ofhealth care, life and accidental death and dismemberment, and disabilityinsurance coverage for one-and-one-half (1.5) years after the Effective Date ofTermination (or if continuation under the Company’s then current plans is notallowed, then provision at the Company’s expense but subject to payment byExecutive of those payments which Executive would have been obligated to makeunder the Company’s then current plan, of substantially similar welfarebenefits from one or more third party providers). These benefits shall beprovided to the Executive at the same coverage level, as in effect as of the EffectiveDate of Termination and at the same premium cost to the Executive which waspaid by the Executive at the time such benefits were provided. However, in theevent the premium cost and/or level of coverage shall change for all employeesof the Company, or for management employees with respect to supplementalbenefits, the cost and/or coverage level, likewise, shall change for theExecutive in a corresponding manner. The continuation of these welfare benefitsshall be discontinued prior to the end of the one-and-one-half (1.5) yearperiod in the event the Executive has available substantially similar benefitsat a comparable cost to the Executive from a subsequent employer, as determinedby the Compensation Committee (or, in the event the Compensation Committeeceases to exist, the Board);

 

(4)   All outstanding long-term incentive awardsshall be subject to the treatment provided under the applicable long-termincentive plan of the Company;

 

(5)   An amount equal to the Executive’s unpaidBase Salary and accrued but unused vacation pay through the Effective Date ofTermination; and

 

(6)   All other benefits to which the Executive hasa vested right at the time, according to the provisions of the governing planor program.

 

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(e)   In the event of termination of Executive’semployment for Good Reason on or after the date of the announcement of thetransaction which leads to the CIC and up to twenty-four (24) months followingthe date of the CIC, the Executive shall be entitled to the CIC SeveranceBenefits as provided in Section 8.3 in lieu of the Severance Benefits outlinedin this Section 7.6.

 

(f)    The Executive’s right to terminateemployment for Good Reason shall not be affected by the Executive’s incapacitydue to physical or mental illness unless such incapacity is determined toconstitute a Disability as provided herein.

 

(g)   Payment of all but forty thousand dollars($40,000) of the benefits described in Section 7.6(d)(1) and payment of all ofthe benefits described in Section 7.6(d)(2) shall be paid in cash to theExecutive in a single lump sum as soon as practicable following the EffectiveDate of Termination, but in no event beyond thirty (30) days from such date.The forty thousand dollars ($40,000) which was withheld shall be paid in cashto the Executive in a single lump sum at the end of the twelve (12) monthrestrictive period set forth in Sections 11.2 and 11.3 of this Agreement.

 

(h)   Except as specifically provided in Section7.6(g), all other payments due to the Executive upon termination of employmentshall be paid in accordance with the terms of such applicable plans orprograms.

 

(i)    Notwithstanding anything herein to thecontrary, the Company’s payment obligations under this Section 7.6 shall beoffset by any amounts that the Company is required to pay to the Executiveunder a national statutory severance program applicable to such Executive.

 

(j)    With the exceptions of the covenantscontained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.6, 13.3, 13.5, and13.7 (which shall survive such termination) herein, the Company and theExecutive thereafter shall have no further obligations under this Agreement.

 

**Article 8. Change in Control**

 

8.1              **Employment Termination Following aChange in Control.**The Executive shall be entitled to receive from the Company CIC SeveranceBenefits if a Notice of Termination for a Qualifying Termination of theExecutive has been delivered; provided, that:

 

(a)   The Executive shall not be entitled toreceive CIC Severance Benefits if he is terminated for Cause (as provided inSection 7.5 herein), or if his employment with the Company ends due to death,or Disability, or due to voluntary termination of employment by the Executivewithout Good Reason.

 

(b)   CIC Severance Benefits shall be paid in lieuof all other benefits provided to the Executive under the terms of thisAgreement.

 

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8.2              **Qualifying Termination.** The occurrence of any one or more of thefollowing events on or after the date of the announcement of the transactionwhich leads to the CIC and up to twenty-four (24) months following the date ofthe CIC shall trigger the payment of CIC Severance Benefits to the Executiveunder this Agreement:

 

(a)   An involuntary termination of the Executive’semployment by the Company for reasons other than Cause, death, or Disability,as evidenced by a Notice of Termination delivered by the Company to theExecutive;

 

(b)   A voluntary termination by the Executive forGood Reason as evidenced by a Notice of Termination delivered to the Company bythe Executive;

 

(c)   Failure to renew this Agreement (if theAgreement would expire unless renewed within such period), as evidenced by aNotice of Termination delivered by the Company to the Executive; or

 

(d)   The Company or any Successor Companymaterially breaches any material provision of this Agreement and does not curesuch breach within thirty (30) days of receiving a written notice from theExecutive with such notice explaining in reasonable detail the facts andcircumstances claimed to provide a basis for the Executive’s claim.

 

8.3              **Severance Benefits Paid upon aQualifying Termination.** In the event the Executive becomes entitled to receive CIC SeveranceBenefits, the Company shall pay to the Executive and provide him the following:

 

(a)                               An amount equal to two (2) times theExecutive’s annual Base Salary established for the fiscal year in which theEffective Date of Termination occurs;

 

(b)                              An amount equal to two (2) times theExecutive’s targeted Annual Bonus award established for the fiscal year inwhich the Executive’s Effective Date of Termination occurs;

 

(c)                               An amount equal to the Executive’s unpaidBase Salary and accrued but unused vacation pay through the Effective Date ofTermination;

 

(d)                              All outstanding long-term incentiveawards shall be subject to the treatment provided under the applicablelong-term incentive plan of the Company;

 

(e)                               A continuation of the welfare benefits ofhealth care, life and accidental death and dismemberment, and disabilityinsurance coverage for two (2) full years after the Effective Date ofTermination (or if continuation under the Company’s then current plans is notallowed, then provision at the Company’s expense but subject to payment byExecutive of those payments which Executive would have been obligated to makeunder the Company’s then current plan, of substantially similar welfarebenefits from one or more third party providers).

 

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(1)               These benefits shall be provided to the Executive atthe same coverage level, as in effect as of the Effective Date of Terminationor, if greater, as in effect sixty (60) days prior to the date of the Change inControl, and at the same premium cost to the Executive which was paid by theExecutive at the time such benefits were provided.

 

(2)               In the event the premium cost and/or level of coverageshall change for all employees of the Company, or for management employees withrespect to supplemental benefits, the cost and/or coverage level, likewise,shall change for the Executive in a corresponding manner.

 

(3)               The continuation of these welfare benefits shall bediscontinued prior to the end of the two year period in the event the Executivehas available substantially similar benefits at a comparable cost to theExecutive from a subsequent employer, as determined by the CompensationCommittee (or, in the event the Compensation Committee ceases to exist, theBoard).

 

8.4              **Form and Timing of Severance Benefit**. Payment of all of the benefitsdescribed in Sections 8.3(a) through (c) shall be paid in cash to the Executivein a single lump sum as soon as practicable following the Effective Date ofTermination, but in no event beyond thirty (30) days from such date. All otherpayments due to the Executive upon termination of employment shall be paid inaccordance with the terms of such applicable plans or programs.

 

8.5              **Excise Tax.** In the event that a Change in Controloccurs, and a determination is made by the Company pursuant to Section 280G and4999 of the Code that a golden parachute excise tax is due, the benefitsprovided to the Executive under this Agreement that are classified as“parachute payments” (as such term is defined in Section 280G of the Code),shall be limited to the amount just necessary to avoid the excise tax.

 

(a)   This limitation shall be applied if, and onlyif, such a limitation results in a greater net (of excise tax) cash benefit tothe Executive than he would receive had the benefits not been capped and anexcise tax been levied.

 

8.6              With the exceptions of the covenants contained inArticles 8, 9, 10, 11, 12 and 14 and Sections 13.3, 13.5, and 13.7 (which hallsurvive such termination) herein, the Company and the Executive thereaftershall have no further obligations under this Agreement.

 

**Article 9. Assignment**

 

9.1              **Assignment by Company.** This Agreement may and shall be assignedor transferred to, and shall be binding upon and shall inure to the benefit ofany Successor Company, with Successor Company for purposes of this Agreementbeing defined as a company that (i) acquires greater than fifty percent (50%)of the assets of the Company or (ii) acquires greater than fifty percent (50%)of the outstanding stock of the Company, or (iii) is the surviving entity inthe event of a CIC.

 

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(a)   Any such Successor Company shall be deemedsubstituted for all purposes of the “Company” under the terms of thisAgreement.

 

(b)   Failure of the Company to obtain theagreement of any Successor Company to be bound by the terms of this Agreementprior to the effectiveness of any such succession shall be a breach of thisAgreement, and shall immediately entitle the Executive to benefits from theCompany in the same amount and on the same terms as the Executive would beentitled to receive in the event of a termination of employment for Good Reasonas provided in Section 7.7 (failure not related to a Change in Control) orSection 8.3 (if the failure of assignment follows or is in connection with aChange in Control).

 

(c)   Except as herein provided, this Agreement maynot otherwise be assigned by the Company.

 

9.2              **Assignment by Executive.** This Agreement shall inure to thebenefit of and be enforceable by the Executive’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees,devisees, and legatees.

 

(a)   If the Executive dies while any amount wouldstill be payable to him pursuant to this Agreement had he continued to live,all such amounts, unless otherwise provided herein, shall be paid inaccordance with the terms of this Agreement, to the Executive’s Beneficiary.

 

(b)   If the Executive has not named a Beneficiary,then such amounts shall be paid to the Executive’s devisee, legatee, or otherdesignee, or if there is no such designee, to the Executive’s estate.

 

**Article 10. Legal Fees and Notice**

 

10.1        **Payment of Legal Fees.** To the extent permitted by law, theCompany shall pay all legal fees, costs of litigation, prejudgment interest,and other expenses incurred by Executive in contesting a termination, ifExecutive prevails.

 

10.2        **Notice.** Any notices, requests, demands, or othercommunications provided by this Agreement shall be sufficient if in writing andif sent by registered or certified mail to the Executive at the last address hehas filed in writing with the Company or, in the case of the Company, at itsprincipal offices to the attention of the General Counsel.

 

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**Article 11.Confidentiality and Noncompetition**

 

11.1        **Disclosure of Information.** The Executive recognizes that he hasaccess to and knowledge of confidential and proprietary information of theCompany that is essential to the performance of his duties under this Agreement.

 

(a)   The Executive will not, during and for five(5) years after the term of his employment by the Company, in whole or in part,disclose such information to any person, firm, corporation, association, orother entity for any reason or purpose whatsoever, nor shall he make use of anysuch information for his own purposes, so long as such information has nototherwise been disclosed to the public or is not otherwise in the public domainexcept as required by law or pursuant to administrative or legal process.

 

11.2        **Covenants Regarding Other Employees.** During the term of this Agreement, andfor a period of twelve (12) months following the Executive’s termination ofemployment for any reason, the Executive agrees not to actively solicit anyemployee of the Company to terminate his or her employment with the Company orto interfere in a similar manner with the business of the Company.

 

11.3        **Noncompete Following a Termination ofEmployment.** Fromthe Effective Date of this Agreement until six (6) months following theExecutive’s Effective Date of Termination for any reason, the Executive willnot: (a) directly or indirectly own any equity or proprietary interest in(except for ownership of shares in a publicly traded company not exceedingthree percent (3%) of any class of outstanding securities), or be an employee,agent, director, advisor, or consultant to or for any competitor of theCompany, whether on his own behalf or on behalf of any person; or (b) undertakeany action to induce or cause any customer or client to discontinue any part ofits business with the Company.

 

11.4        **Waiver of Covenants Upon a Change inControl.** Upon theoccurrence of a Change in Control, the Executive shall be released from each ofthe covenants set forth in Section 11.2 and 11.3, if such Executive isterminated by the Company without Cause or if the Executive terminates hisemployment with the Company for Good Reason.

 

**Article12. Outplacement Assistance**

 

12.1        Following a termination of employment, other than forCause, the Executive shall be reimbursed by the Company for the costs of alloutplacement services obtained by the Executive within the two (2) year periodafter the Effective Date of Termination; provided, however, that the totalreimbursement shall be limited to an amount equal to twenty percent (20%) ofthe Executive’s Base Salary as of the effective date of termination.

 

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**Article 13. Miscellaneous**

 

13.1        **Entire Agreement.** With the exception of the Company’sProprietary Information and Inventions Agreement previously executed byExecutive, this Agreement supersedes any prior agreements (specifically, theprior severance agreement executed by the Executive as of April 26, 1996, andany and all amendments thereto), or understandings, oral or written, betweenthe parties hereto or between the Executive and the Company, with respect tothe subject matter hereof, and constitutes the entire agreement of the partieswith respect thereto.

 

13.2        **Modification.** This Agreement shall not be varied,altered, modified, canceled, changed, or in any way amended except by mutualagreement of the parties in a written instrument executed by the parties heretoor their legal representatives.

 

13.3        **Severability.** In the event that any provision orportion of this Agreement shall be determined to be invalid or unenforceablefor any reason, the remaining provisions of this Agreement shall be unaffectedthereby and shall remain in full force and effect.

 

13.4        **Counterparts.** This Agreement may be executed in one(1) or more counterparts, each of which shall be deemed to be an original, butall of which together will constitute one and the same Agreement.

 

13.5        **Tax Withholding.** The Company may withhold from anybenefits payable under this Agreement all federal, state, city, or other taxesas may be required pursuant to any law or governmental regulation or ruling.

 

13.6        **Beneficiaries.** To the extend allowed by law, anypayments or benefits hereunder due to the Executive at the time of his deathshall nonetheless be paid or provided and the Executive may designate one ormore persons or entities as the primary and/or contingent beneficiaries of anyamounts to be received under this Agreement. Such designation must be in theform of a signed writing acceptable to the Board or the Board’s designee. TheExecutive may make or change such designation at any time.

 

13.7        **Payment Obligation Absolute.** Absent actions deliberately or willfullytaken by the Executive to materially injure the Company, the Company’sobligation to make the payments and the arrangement provided for herein shallbe absolute and unconditional, and shall not be affected by any circumstances,including, without limitation, any offset, counterclaim, recoupment, defense,or other right which the Company may have against the Executive or anyone else.

 

(a)   All amounts payable by the Company hereundershall be paid without notice or demand. Subject to the provisions set forth inSections 7.4 and 7.6, and Article 11, each and every payment made hereunder bythe Company shall be final, and the Company shall not seek to recover all orany part of such payment from the Executive or from whomsoever may be entitledthereto, for any reasons whatsoever.

 

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(b)   With the exception of the Company’s willfulmaterial breach of its payment obligations under Articles 7 and 8 of thisAgreement (provided, however, that no such breach shall be deemed to haveoccurred until the Executive has provided the Board with written notice of suchbreach and a reasonable opportunity for cure), the restrictive covenantscontained in Article 11 are independent of any other contractual obligations inthis Agreement or otherwise owed by the Company to the Executive. Except as providedin this paragraph, the existence of any claim or cause of action by Executiveagainst the Company, whether based on this Agreement or otherwise, shall notcreate a defense to the enforcement by the Company of any restrictive covenantcontained herein.

 

(c)   The Executive shall not be obligated to seekother employment in mitigation of the amounts payable or arrangements madeunder any provision of this Agreement, and the obtaining of any such otheremployment shall in no event effect any reduction of the Company’s obligationsto make the payments and arrangements required to be made under this Agreement.

 

**Article 14. Governing Law**

 

14.1        To the extent not preempted by federal law, theprovisions of this Agreement shall be construed and enforced in accordance withthe laws of the state of New Jersey.

 

**INWITNESS WHEREOF,**the Company, through its duly authorized representative, and the Executive haveexecuted this Agreement as of the Effective Date.

 
|   | Executive:                       |
|--------|----------------------------------|
|   |                             |
|   | /s/ Norman W. Barton             |   |
|   | Norman W. Barton, M.D., Ph.D.    |
|   |                             |
|   |                             |
|   | Company:                         |
|   |                             |
|   | **Bio-Technology General Corp.** |
|   |                             |
|   |                             |
|   | By:                              | /s/ Sim Fass |   |
|   | Sim Fass                         |
|   | Chairman &  CEO              |
|        |                                  |  |  |  |

 

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