exhibit102.htm


    
      
        

        

      

                                                                                                                                         
ADDENDUM
TO
                                                                                       
AMENDED AND RESTATED EMPLOYMENT AGREEMENT



       

      THIS ADDENDUM dated as of
December 11, 2009 (“Addendum”) TO THE AMENDED AND RESTATED EMPLOYMENT
AGREEMENT dated as of March 11, 2009 between the parties hereto (the
“Agreement”), is entered into by and between Columbia Laboratories, Inc., a
Delaware corporation having its corporate offices at 354 Eisenhower Parkway,
Livingston, New Jersey 07039 (the “Company”), and Robert S. Mills
(“Executive”).

       

      WITNESSETH:

       

      WHEREAS, the Company and
Executive desire to enter into this Addendum to amend the
Agreement.

       

      NOW THEREFORE, the parties hereby
agree as follows:

       

      1.         The date specified in
the first sentence of Section 1 of “March 31, 2010” is hereby deleted and
replaced by the following date: “March 31, 2011.”

       

      2.    Section 2(a) of the Agreement is hereby
amended in its entirety to read as follows:

       

      “(a)      Executive shall be
the President of the Company.  Executive will perform duties customarily
associated with such position.  Executive shall be employed at the
Company’s offices located in Livingston, New Jersey.  Executive will report
to the Company’s Board of Directors (the “Board”) in accordance with applicable
laws, the Company’s by-laws, and otherwise as reasonably necessary to keep the
Board apprised of material business issues.”

       

      3.         The amount specified
in the first sentence of Section 4(a) as “Base Salary” ($390,000) is hereby
deleted and replaced by the following amount: “$350,000”.

       

      4.         Section 6(d) of
the Agreement is hereby amended by adding the following sentence to the end
thereof.  “Notwithstanding the foregoing, the Company agrees that from and
after December 15, 2009, through the date that is 90 days after the Board
appoints a permanent Chief Executive Officer, without the designation “Interim”,
Executive may terminate this Agreement for Good Reason, without the need to
specify the reason therefor.”

       

      5.         Section 7(b) is
hereby amended by adding the following clauses at the end thereof.

       

      “(v)      if Executive
terminates this Agreement for Good Reason, the term of any vested and
outstanding options held by Executive as of the date of termination shall be
extended until the earlier of  (A) the termination date of the original
option grant and (B) December 31, 2012.

       

      (vi)       when used in
this Section 7(b) the terms “Base Salary” and “Annual Base Salary” shall
mean the greater of (A) $390,000 and (B) the then actual Base Salary
as provided in Section 4(a) hereof.”

       

      6.         This Addendum shall
become effective as of December 15, 2009; provided, however, that
Section 3 above shall become effective on January 1,
2010.

       

      7.         Except as amended as
set forth above, the Agreement remains in full force and effect.

       

      IN WITNESS WHEREOF, the parties
have executed this Agreement as of the dates set forth below.

       

       

       

      EXECUTIVE                                                            
COLUMBIA LABORATORIES, INC.

       

      
_/S/ Robert S.
Mills_____________                          
By:__/S/Stephen G.
Kasnet_____________
Robert S.
Mills                                                           
      Name: Stephen G.
Kasnet
                                                                                        
Title: Chairman
Date:  December 11,
2009                                         
 

                                                                                   
Date:  December 11, 2009