Exhibit 10.80 to FHC 2005 Form 10-KSB


    Exhibit
      10.80

    


    AMENDED
      AND RESTATED CHANGE OF CONTROL AGREEMENT

    


    


    THIS
      AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT is dated as of October 1,
      2005
      by and between THE FEMALE HEALTH COMPANY, a Wisconsin corporation (the
      "Company"), and MICHAEL POPE (the "Executive").

    


    RECITALS

    


    A. The
      Company and Executive have previously entered into a Change of Control Agreement
      governing the terms of Executive's employment relationship with the Company
      in
      the event of the possibility, threat or occurrence of a Change of Control (as
      defined below) of the Company. Executive and the Company desire to amend and
      restate such Change of Control Agreement in accordance with the terms and
      conditions hereof.

    


    B. The
      Board
      of Directors of the Company (the "Board") has determined that it is in the
      best
      interests of the Company and its shareholders to assure that the Company will
      have the continued dedication of the Executive, notwithstanding the possibility,
      threat or occurrence of a Change of Control of the Company.

    


    C. The
      Board
      believes it is imperative to diminish the inevitable distraction of the
      Executive by virtue of the personal uncertainties and risks created by a pending
      or threatened Change of Control and to encourage the Executive's full attention
      and dedication to the Company currently and in the event of any threatened
      or
      pending Change of Control, and to provide the Executive with compensation and
      benefit arrangements upon a Change of Control which ensure that the compensation
      and benefit expectations of the Executive will be satisfied and which are
      competitive with those of other corporations.

    


    D. In
      order
      to accomplish the objectives of the Board summarized in these recitals, the
      Board has caused the Company to enter into this Agreement.

    


    AGREEMENTS

    


    In
      consideration of the recitals and the mutual covenants and agreements set forth
      in this Agreement and for other good and valuable consideration, the receipt
      and
      sufficiency of which are acknowledged, the parties agree as
      follows:

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1. Definitions.
      For the
      sole and exclusive purposes of this Agreement, the following terms have the
      following meanings:

    


    (a) Effective
      Date.
      The
      "Effective Date" means the first date during the Change of Control Period on
      which a Change of Control occurs. Notwithstanding anything in this Agreement
      to
      the contrary, if a Change of Control occurs and Executive's employment with
      the
      Company (or, if applicable, its subsidiary) or this Agreement was terminated
      prior to the date on which the Change of Control occurs, and if it is reasonably
      demonstrated by the Executive that such termination of employment or of this
      Agreement (i) was at the request of a third party who has taken steps
      reasonably calculated to effect a Change of Control or (ii) otherwise arose
      in connection with or anticipation of a Change of Control, then for all purposes
      of this Agreement the "Effective Date" shall mean the date immediately prior
      to
      the date of such termination of employment or purported termination of this
      Agreement.

    


    (b) Change
      of Control Period.
      The
      "Change of Control Period" means the period commencing on the date of a Change
      of Control and ending on the third anniversary thereafter.

    


    (c) Change
      of Control.
      "Change
      of Control" means any of the following:

    


    (i) 
      The
      acquisition by any individual, entity or group (within the meaning of
      section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
      amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
      the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
      either [a] the then outstanding shares of common stock of the Company (the
      "Outstanding Company Common Stock") or [b] the combined voting power of the
      then outstanding voting securities of the Company entitled to vote generally
      in
      the election of directors (the "Outstanding Company Voting Securities");
      provided, however, that the following acquisitions shall not constitute a Change
      of Control: [i] any acquisition directly from the Company, [ii] any
      acquisition by the Company, [iii] any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Company or any
      corporation controlled by the Company or [iv] any acquisition by any
      corporation pursuant to a transaction which complies with clauses [a], [b]
      and [c] of subsection (iii) of this section 1.

    



    
      
        
        

      

      
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    (ii) Individuals
      who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
      for any reason to constitute at least a majority of the Board; provided,
      however, that any individual becoming a director subsequent to the date hereof
      whose election, or nomination for election by the Company's shareholders, was
      approved by a vote of at least a majority of the directors then comprising
      the
      Incumbent Board (or by the Nominating and Corporate Governance Committee of
      the
      Board) shall be considered as though such individual were a member of the
      Incumbent Board, but excluding, for this purpose, any such individual whose
      initial assumption of office occurs as a result of an actual or threatened
      election contest with respect to the election or removal of directors or other
      actual or threatened solicitation of proxies or consents by or on behalf of
      a
      Person other than the Board.

    


    (iii) Approval
      by the shareholders of the Company of a reorganization, merger or consolidation
      (a "Business Combination"), in each case, unless, following such Business
      Combination, [a] all or substantially all of the individuals and entities
      who were the beneficial owners, respectively, of the Outstanding Company Common
      Stock and Outstanding Company Voting Securities immediately prior to such
      Business Combination beneficially own, directly or indirectly, more than 60%
      of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the corporation
      (or other entity) resulting from such Business Combination (including, without
      limitation, a corporation which as a result of such transaction owns the Company
      through one or more subsidiaries) in substantially the same proportions as
      their
      ownership, immediately prior to such Business Combination, of the Outstanding
      Company Common Stock and Outstanding Company Voting Securities, as the case
      may
      be, [b] no Person (excluding any employee benefit plan (or related trust)
      of the Company or such corporation (or other entity) resulting from such
      Business Combination) beneficially owns, directly or indirectly, 20% or more
      of,
      respectively, the then outstanding shares of common stock of the corporation
      (or
      other entity) resulting from such Business Combination or the combined voting
      power of the then outstanding voting securities of such corporation except
      to
      the extent that such ownership existed prior to the Business Combination and
      [c] at least a majority of the members of the board of directors of the
      corporation (or other governing body) resulting from such Business Combination
      were members of the Incumbent Board at the time of the execution of the initial
      agreement, or of the action of the Board, providing for such Business
      Combination.



    
      
        
        

      

      
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    (iv) Approval
      by the shareholders of the Company of [a] a complete liquidation or
      dissolution of the Company or [b] the sale or other disposition of all or
      substantially all of the assets of the Company, other than to a corporation
      (or
      other entity), with respect to which following such sale or other disposition,
      [i] more than 60% of, respectively, the then outstanding shares of common
      stock of such corporation (or other equity interests) and the combined voting
      power of the then outstanding voting securities of such corporation entitled
      to
      vote generally in the election of directors (or other governing body) is then
      beneficially owned, directly or indirectly, by all or substantially all of
      the
      individuals and entities who were the beneficial owners, respectively, of the
      Outstanding Company Common Stock and outstanding Company Voting Securities
      immediately prior to such sale or other disposition in substantially the same
      proportion as their ownership, immediately prior to such sale or other
      disposition, of the Outstanding Company Common Stock and Outstanding Company
      Voting Securities, as the case may be, [ii] less than 20% of, respectively,
      the then outstanding shares of common stock of such corporation (or other
      entity) and the combined voting power of the then outstanding voting securities
      of such corporation (or other entity) entitled to vote generally in the election
      of directors (or other governing body)is then beneficially owned, directly
      or
      indirectly, by any Person (excluding any employee benefit plan (or related
      trust) of the Company or such corporation), except to the extent that such
      Person owned substantially the same percent of the Outstanding Company Common
      Stock or Outstanding Company Voting Securities prior to the sale or disposition,
      and [iii] at least a majority of the members of the board of directors of
      such corporation (or other governing body) were members of the Incumbent Board
      at the time of the execution of the initial agreement, or of the action of
      the
      Board, providing for such sale or other disposition of assets of the Company
      or
      were elected, appointed or nominated by the Board.

    


    (d) Disability.
      "Disability" means the absence of the Executive from the Executive's duties
      with
      the Company on a full-time basis for 180 consecutive business days as a
      result of incapacity due to mental or physical illness which is determined
      to be
      total and permanent by a physician selected by the Company or its insurers
      and
      acceptable to the Executive or the Executive's legal representative (such
      agreement as to acceptability not to be withheld unreasonably).

    



    
      
        
        

      

      
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    (e) Cause.
      "Cause"
      means:

    


    (i) the
      willful and continued failure of the Executive to perform substantially the
      Executive's duties with the Company or its affiliates (other than any such
      failure resulting from incapacity due to physical or mental illness), after
      a
      written demand for substantial performance is delivered to the Executive by
      the
      Board which specifically identifies the manner in which the Board believes
      that
      the Executive has not substantially performed the Executive's duties and after
      the Executive is given a reasonable period of time to rectify or eliminate
      such
      failure, or

    


    (ii) the
      willful engaging by the Executive in illegal conduct or gross misconduct which
      is materially and demonstrably injurious to the Company.

    


    Notwithstanding
      anything herein to the contrary, no act or failure to act, on the part of the
      Executive, shall be considered "willful" unless it is done, or omitted to be
      done, by the Executive in bad faith or without reasonable belief that the
      Executive's action or omission was in the best interests of the Company. Any
      act, or failure to act, based upon authority given pursuant to a resolution
      duly
      adopted by the Board or upon the instructions of a more senior officer of the
      Company or based upon the advice of counsel for the Company shall be
      conclusively presumed to be done, or omitted to be done, by the Executive in
      good faith and in the best interests of the Company. The cessation of employment
      of the Executive shall not be deemed to be for Cause unless and until there
      shall have been delivered to the Executive a copy of a resolution duly adopted
      by the affirmative vote of not less than three-quarters of the entire membership
      of the Board at a meeting of the Board called and held for such purpose (after
      reasonable notice is provided to the Executive and the Executive is given an
      opportunity, together with counsel, to be heard before the Board), finding
      that,
      in the good faith opinion of the Board, the Executive is guilty of the conduct
      described in subparagraph (i) or (ii) above, and specifying the particulars
      thereof in detail.

    


    (f) Good
      Reason.
      "Good
      Reason" means:

    


    (i) the
      assignment to the Executive of any duties inconsistent in any respect with
      the
      Executive's position (including status, offices, titles and reporting
      requirements), authority, duties or responsibilities as contemplated by
      section 3(a) of this Agreement, or any other action by the Company which
      results in a diminution in such position, authority, duties or responsibilities,
      excluding for this purpose an isolated, insubstantial and inadvertent action
      not
      taken in bad faith and which is remedied by the Company promptly after receipt
      of notice thereof given by the Executive;

    



    
      
        
        

      

      
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    (ii) any
      failure by the Company to comply with any of the provisions of section 3(b)
      of this Agreement, other than an isolated, insubstantial and inadvertent failure
      not occurring in bad faith and which is remedied by the Company promptly after
      receipt of notice thereof given by the Executive;

    


    (iii) the
      Company's requiring the Executive to be based at any office or location other
      than as provided in section 3(a)(i)(b) hereof or the Company's requiring
      the Executive to travel on Company business to a substantially greater extent
      than required immediately prior to the Effective Date;

    


    (iv) any
      purported termination by the Company of the Executive's employment otherwise
      than as expressly permitted by this Agreement; or

    


    (v) any
      failure by the Company to comply with and satisfy section 10(c) of this
      Agreement.

    


    (g) Date
      of Termination.
      "Date
      of Termination" means (i) if the Executive's employment is terminated by
      the Company for Cause, or by the Executive for Good Reason, the date of receipt
      of the Notice of Termination (as defined in section 4(d)) or any later date
      specified therein, as the case may be, (ii) if the Executive's employment
      is terminated by the Company other than for Cause or Disability, the Date of
      Termination shall be the date on which the Company notifies the Executive of
      such termination, and (iii) if the Executive's employment is terminated by
      reason of death or Disability, the Date of Termination shall be the date of
      death of the Executive or the Disability Effective Date (as defined in
      section 4(a)), as the case may be.

    


    2. Employment
      Period.
      The
      Company agrees to continue the Executive in its employ (or, if applicable,
      in
      the employ of its subsidiary or subsidiaries), and the Executive agrees to
      remain in the employ of the Company (or, if applicable, in the employ of its
      subsidiary or subsidiaries) subject to the terms and conditions of this
      Agreement, for the period commencing on the Effective Date and ending on the
      third anniversary of such date (the "Employment Period"). Notwithstanding the
      foregoing, if the Incumbent Board approves the Change of Control transaction
      before it is consummated and one or more of the nonemployee directors adopt(s)
      a
      resolution providing that this Agreement shall not become operative in
      connection with such Change of Control, this Agreement shall not become
      operative in connection with that Change of Control.

    



    
      
        
        

      

      
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    3. Terms
      of Employment.
      

    


    (a) Position
      and Duties.
      

    


    (i) During
      the Employment Period, [a] the Executive's position (including status,
      offices, titles and reporting requirements), authority, duties and
      responsibilities shall be at least commensurate in all material respects with
      those held, exercised or assigned at any time during the 120-day period
      immediately preceding the Effective Date and [b] the Executive's services
      shall be performed at the location where the Executive was employed immediately
      preceding the Effective Date or any office or location less than 35 miles
      from such location.

    


    (ii) During
      the Employment Period, and excluding any periods of vacation and sick leave
      to
      which the Executive is entitled, the Executive agrees to devote reasonable
      attention and time during normal business hours to the business and affairs
      of
      the Company (or, if applicable, its subsidiary or subsidiaries) and, to the
      extent necessary to discharge the responsibilities assigned to the Executive
      hereunder, to use the Executive's reasonable efforts to perform faithfully
      and
      efficiently such responsibilities. During the Employment Period it shall not
      be
      a violation of this Agreement for the Executive to [a] serve on corporate,
      civic or charitable boards or committees, [b] deliver lectures, fulfill
      speaking engagements or teach at educational institutions and/or [c] manage
      personal investments, so long as such activities do not significantly interfere
      with the performance of the Executive's responsibilities as an employee of
      the
      Company (or, if applicable, its subsidiaries) in accordance with this Agreement.
      It is expressly understood and agreed that to the extent that any such
      activities have been conducted by the Executive prior to the Effective Date,
      the
      continued conduct of such activities (or the conduct of activities similar
      in
      nature and scope thereto) subsequent to the Effective Date shall not thereafter
      be deemed to interfere with the performance of the Executive's responsibilities
      to the Company (or, if applicable, its subsidiaries).

    


    (b) Compensation.

    


    (i) Base
      Salary.
      During
      the Employment Period, the Executive shall receive an annual base salary
      ("Annual Base Salary"), at least equal to twelve times the highest monthly
      base
      salary paid or payable, including any base salary which has been earned but
      deferred, to the Executive by the Company and its affiliated companies in
      respect of the 12-month period immediately preceding the month in which the
      Effective Date occurs. During the Employment Period, the Annual Base Salary
      shall be reviewed no more than 12 months after the last salary increase
      awarded to the Executive prior to the Effective Date and 


    
      
        
        

      

      
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    thereafter
      at least annually and shall be first increased no more than 12 months after
      the last salary increase awarded to the Executive prior to the Effective Date
      and thereafter at least annually by the higher of [a] the average increase
      (excluding promotional increases) in base salary awarded to the Executive for
      each of the three full fiscal years (annualized in the case of any fiscal year
      consisting of less than twelve full months or during which the Executive was
      employed for less than twelve months) prior to the Effective Date, and
      [b] the percentage increase (excluding promotional increases) in base
      salary generally awarded to peer executives of the Company and its affiliated
      companies for the year of determination. Any increase in Annual Base Salary
      shall not serve to limit or reduce any other obligation to the Executive under
      this Agreement. Annual Base Salary shall not be reduced after any such increase
      and the term Annual Base Salary as utilized in this Agreement shall refer to
      Annual Base Salary as so increased. As used in this Agreement, the term
      "affiliated companies" shall include any company controlled by, controlling
      or
      under common control with the Company.

    


    (ii) Annual
      Bonus.
      In
      addition to Annual Base Salary, the Executive shall be awarded, for each fiscal
      year ending during the Employment Period, an annual bonus (the "Annual Bonus")
      in cash at least equal to the higher of [a] the average of the three
      highest bonuses paid or payable, including any bonus or portion thereof which
      has been earned but deferred, to the Executive by the Company and its affiliated
      companies in respect of the five fiscal years (or such shorter period during
      which the Executive has been employed by the Company) immediately preceding
      the
      fiscal year in which the Effective Date occurs (annualized for any fiscal year
      during such period consisting of less than twelve full months or with respect
      to
      which the Executive has been employed by the Company for less than twelve full
      months) and [b] the bonus paid or payable (annualized as described above),
      including any bonus or portion thereof which has been earned but deferred,
      to
      the Executive by the Company and its affiliated companies in respect of the
      most
      recently completed fiscal year prior to the Effective Date (such higher amount
      being referred to as the "Recent Annual Bonus"). Each such Annual Bonus shall
      be
      paid no later than two and one-half months following the end of the fiscal
      year
      for which the Annual Bonus is awarded, unless the Executive shall elect to
      defer
      the receipt of such Annual Bonus.

    



    
      
        
        

      

      
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    (iii) Incentive,
      Savings and Retirement Plans.
      During
      the Employment Period, the Executive shall be entitled to participate in all
      incentive, savings and retirement plans, practices, policies and programs
      applicable generally to other peer executives of the Company and its affiliated
      companies, but in no event shall such plans, practices, policies and programs
      provide the Executive with incentive opportunities (measured with respect to
      both regular and special incentive opportunities, to the extent, if any, that
      such distinction is applicable), savings opportunities and retirement benefit
      opportunities, in each case, less favorable, in the aggregate, than the most
      favorable of those provided by the Company and its affiliated companies for
      the
      Executive under such plans, practices, policies and programs as in effect at
      any
      time during the 120-day period immediately preceding the Effective Date or
      if
      more favorable to the Executive, those provided generally at any time after
      the
      Effective Date to other peer executives of the Company and its affiliated
      companies.

    


    (iv) Welfare
      Benefit Plans.
      During
      the Employment Period, the Executive and/or the Executive's family, as the
      case
      may be, shall be eligible for participation in and shall receive all benefits
      under welfare benefit plans, practices, policies and programs provided by the
      Company and its affiliated companies (including, without limitation, medical,
      prescription, dental, disability, salary continuance, employee life, group
      life,
      accidental death and travel accident insurance plans and programs) to the extent
      applicable generally to other peer executives of the Company and its affiliated
      companies, but in no event shall such plans, practices, policies and programs
      provide the Executive with benefits which are less favorable, in the aggregate,
      than the most favorable of such plans, practices, policies and programs in
      effect for the Executive at any time during the 120-day period immediately
      preceding the Effective Date or, if more favorable to the Executive, those
      provided generally at any time after the Effective Date to other peer executives
      of the Company and its affiliated companies.

    


    (v) Expenses.
      During
      the Employment Period, the Executive shall be entitled to receive prompt
      reimbursement for all reasonable expenses incurred by the Executive in
      accordance with the most favorable policies, practices and procedures of the
      Company and the affiliated companies in effect for the Executive at any time
      during the 120-day period immediately preceding the Effective Date or, if more
      favorable to the Executive, as in effect generally at any time thereafter with
      respect to other peer executives of the Company and its affiliated
      companies.

    



    
      
        
        

      

      
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    (vi) Fringe
      Benefits.
      During
      the Employment Period, the Executive shall be entitled to fringe benefits,
      including, without limitation, tax and financial planning services, payment
      of
      club dues, and, if applicable, use of automobile and payment of related
      expenses, in accordance with the most favorable plans, practices, programs
      and
      policies of the Company and its affiliated companies in effect for the Executive
      at any time during the 120-day period immediately preceding the Effective Date
      or, if more favorable to the Executive, as in effect generally at any time
      thereafter with respect to other peer executives of the Company and its
      affiliated companies.

    


    (vii) Office
      and Support Staff.
      During
      the Employment Period, the Executive shall be entitled to an office or offices
      of a size and with furnishings and other appointments, and to exclusive personal
      secretarial and other assistance, at least equal to the most favorable of the
      foregoing provided to the Executive by the Company and its affiliated companies
      at any time during the 120-day period immediately preceding the Effective Date
      or, if more favorable to the Executive, as provided generally at any time
      thereafter with respect to other peer executives of the Company and its
      affiliated companies.

    


    (viii) Vacation.
      During
      the Employment Period, the Executive shall be entitled to paid vacation in
      accordance with the most favorable plans, policies, programs and practices
      of
      the Company and its affiliated companies as in effect for the Executive at
      any
      time during the 120-day period immediately preceding the Effective Date or,
      if
      more favorable to the Executive, as in effect generally at any time thereafter
      with respect to other peer executives of the Company and its affiliated
      companies.

    


    4. Termination
      of Employment.
      

    


    (a) Death
      or Disability.
      The
      Executive's employment shall terminate automatically upon the Executive's death
      during the Employment Period. If the Company determines in good faith that
      a
      Disability of the Executive has occurred during the Employment Period, it may
      give to the Executive written notice in accordance with section 11(b) of
      this Agreement of its intention to terminate the Executive's employment. In
      such
      event, the Executive's employment with the Company shall terminate effective
      on
      the 30th day after receipt of such notice by the Executive (the "Disability
      Effective Date"), provided that, within the 30 days after such receipt, the
      Executive shall not have returned to full-time performance of the Executive's
      duties. 

    


    (b) Cause.
      The
      Company may terminate the Executive's employment during the Employment Period
      for Cause. 

    



    
      
        
        

      

      
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      (c) Good
      Reason.
      The
      Executive's employment may be terminated by the Executive for Good Reason.
      For
      purposes of this section 4(c), any good faith determination of "Good
      Reason" made by the Executive shall be conclusive. Anything in this Agreement
      to
      the contrary notwithstanding, a termination by the Executive for any reason
      during the 180-day period immediately following the Effective Date shall be
      deemed to be a termination for Good Reason for all purposes of this
      Agreement.

    


    (d) Notice
      of Termination.
      Any
      termination by the Company for Cause, or by the Executive for Good Reason,
      shall
      be communicated by Notice of Termination to the other party hereto given in
      accordance with section 11(b) of this Agreement. For purposes of this
      Agreement, a "Notice of Termination" means a written notice which
      (i) indicates the specific termination provision in this Agreement relied
      upon, (ii) to the extent applicable, sets forth in reasonable detail the
      facts and circumstances claimed to provide a basis for termination of the
      Executive's employment under the provision so indicated, and (iii) if the
      Date of Termination (as defined below) is other than the date of receipt of
      such
      notice, specifies the termination date (which date shall be not more than thirty
      days after the giving of such notice). The failure by the Executive or the
      Company to set forth in the Notice of Termination any fact or circumstance
      which
      contributes to a showing of Good Reason or Cause shall not waive any right
      of
      the Executive or the Company, respectively, hereunder or preclude the Executive
      or the Company, respectively, from asserting such fact or circumstance in
      enforcing the Executive's or the Company's rights hereunder.

    


    5. Obligations
      of the Company upon Termination.

    


    (a) Good
      Reason; Other Than for Cause, Death or Disability.
      If,
      during the Employment Period, the Company shall terminate the Executive's
      employment other than for Cause, death or Disability or the Executive shall
      terminate the Executive's employment for Good Reason:

    


    (i) The
      Company shall pay to the Executive in a lump sum in cash within 30 days
      after the Date of Termination the aggregate of the following
      amounts:

    


    [a] the
      sum
      of [i] the Executive's Annual Base Salary through the Date of Termination
      to the extent not theretofore paid, [ii] the product of (x) the higher of
      [A] the Recent Annual Bonus and [B] the Annual Bonus paid or payable,
      including any bonus or portion thereof which has been earned but deferred (and
      annualized for any fiscal year consisting of less than 12 full months or during
      which the Executive was employed for less than 12 full months),



    
      
        
        

      

      
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    for
      the
      most recently completed fiscal year during the Employment Period, if any (such
      higher amount being referred to as the "Highest Annual Bonus") and (y) a
      fraction, the numerator of which is the number of days in the current fiscal
      year through the Date of Termination, and the denominator of which is 365 and
      [iii] any compensation previously deferred by the Executive (together with
      any
      accrued interest or earnings thereon) and any accrued vacation pay, in each
      case
      to the extent not theretofore paid (the sum of the amounts described in
      clauses [i], [ii] and [iii] shall be hereinafter referred to as the
      "Accrued Obligations"); and

    


    [b] The
      amount equal to the product of [i] three and [ii] the sum of (x) the
      Executive's Annual Base Salary and (y) the Highest Annual Bonus.

    


    (ii) For
      three
      years after the Executive's Date of Termination, or such longer period as may
      be
      provided by the terms of the appropriate plan, program, practice or policy,
      the
      Company shall continue benefits to the Executive and/or the Executive's family
      at least equal to those which would have been provided to them in accordance
      with the plans, programs, practices and policies described in
      sections 3(b)(iii) and (iv) (the "Benefit Plans") of this Agreement had the
      Executive's employment not been terminated, in accordance with the most
      favorable plans, practices, programs or policies of the Company and its
      affiliated companies applicable generally to other peer executives and their
      families during the 120-day period immediately preceding the Effective Date
      or,
      if more favorable to the Executive, as in effect generally at any time
      thereafter with respect to other peer executives of the Company and its
      affiliated companies and their families, provided, however, that if the
      Executive becomes re-employed with another employer and is eligible to receive
      medical or other welfare benefits under another employer provided plan, the
      medical and other welfare benefits described herein shall be secondary to those
      provided under such other plan during such applicable period of eligibility.
      For
      purposes of determining eligibility (but not the time of commencement of
      benefits) of the Executive for retiree benefits pursuant to such plans,
      practices, programs and policies, the Executive shall be considered to have
      remained employed until three years after the Date of Termination and to have
      retired on the last day of such period. Notwithstanding anything herein to
      the
      contrary, the Company shall have no obligation to continue benefits to the
      Executive under this section 5(a)(ii) to the extent any such continuation
      of benefits [a] is contrary to the terms of the applicable Benefit Plan at
      the
      time of the Effective Date of the Change of Control, [b] would cause a Benefit
      Plan or the applicable benefit to lose any tax favored treatment or tax
      qualification, or [c] would cause a Benefit Plan to violate any requirement
      of
      the Employee Retirement Income Security Act of 1974, as amended, or any tax
      qualification or tax favorable treatment provision of the Code (defined below)
      that is intended to apply to the Benefit Plan. To the extent the Company is
      not
      able to continue the benefits to the Executive under this section 5(a)(ii)
      because of application of the foregoing sentence, then the Company shall make
      a
      lump-sum payment (within 30 days after the Executive's Date of Termination)
      to
      the Executive equal to the present value of the health, welfare and retirement
      benefits unable to be provided hereunder, which is designed to compensate the
      Executive for lost health, welfare and retirement benefits. 

    



    
      
        
        

      

      
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    (iii) The
      Company shall, at its sole expense and as requested, provide the Executive
      with
      outplacement services the scope and provider of which shall be selected by
      the
      Executive in the Executive's sole discretion.

    


    (iv) To
      the
      extent not theretofore paid or provided, the Company shall timely pay or provide
      to the Executive any other amounts or benefits required to be paid or provided
      or which the Executive is eligible to receive under any plan, program, policy
      or
      practice or contract or agreement of the Company and its affiliated companies
      (such other amounts and benefits shall be hereinafter referred to as the "Other
      Benefits").

    


    (b) Death.
      If the
      Executive's employment is terminated by reason of the Executive's death during
      the Employment Period, this Agreement shall terminate without further
      obligations to the Executive's legal representatives under this Agreement,
      other
      than for payment of Accrued Obligations and the timely payment or provision
      of
      Other Benefits. Accrued Obligations shall be paid to the Executive's estate
      or
      beneficiary, as applicable, in a lump sum in cash within 30 days of the
      Date of Termination. With respect to the provision of Other Benefits, the term
      Other Benefits as utilized in this section 5(b) shall include, without
      limitation, and the Executive's estate and/or beneficiaries shall be entitled
      to
      receive, benefits at least equal to the most favorable benefits provided by
      the
      Company and affiliated companies to the estates and beneficiaries of peer
      executives of the Company and such affiliated companies under such plans,
      programs, practices and policies relating to death benefits, if any, as in
      effect with respect to other peer executives and their beneficiaries at any
      time
      during the 120-day period immediately preceding the Effective Date or, if more
      favorable to the Executive's estate and/or the Executive's beneficiaries, as
      in
      effect on the date of the Executive's death with respect to other peer
      executives of the Company and its affiliated companies and their
      beneficiaries.

    


    (c) Disability.
      If the
      Executive's employment is terminated by reason of the Executive's Disability
      during the Employment Period, this Agreement shall terminate without further
      obligations to the Executive, other than for payment of Accrued Obligations
      and
      the timely payment or provision of Other Benefits. Accrued Obligations shall
      be
      paid to the Executive in a lump sum in cash within 30 days of the Date of
      Termination. With respect to the provision of Other Benefits, the term Other
      Benefits as utilized in this section 5(c) shall include, and the Executive
      shall be entitled after the Disability Effective Date to receive, disability
      and
      other benefits at least equal to the most favorable of those generally provided
      by the Company and its affiliated companies to disabled executives and/or their
      families in accordance with such plans, programs, practices and policies
      relating to disability, if any, as in effect generally with respect to other
      peer executives and their families at any time during the 120-day period
      immediately preceding the Effective Date or, if more favorable to the Executive
      and/or the Executive's family, as in effect at any time thereafter generally
      with respect to other peer executives of the Company and its affiliated
      companies and their families.

    



    
      
        
        

      

      
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    (d) Cause;
      Other than for Good Reason.
      If the
      Executive's employment shall be terminated for Cause during the Employment
      Period, this Agreement shall terminate without further obligations to the
      Executive other than the obligation to pay to the Executive (i) the
      Executive's Annual Base Salary through the Date of Termination, (ii) the
      amount of any compensation previously deferred by the Executive, and
      (iii) Other Benefits, in each case to the extent theretofore unpaid. If the
      Executive voluntarily terminates employment during the Employment Period,
      excluding a termination for Good Reason, this Agreement shall terminate without
      further obligations to the Executive, other than for Accrued Obligations and
      the
      timely payment or provision of Other Benefits. In such case, all Accrued
      Obligations shall be paid to the Executive in a lump sum in cash within
      30 days of the Date of Termination.

    


           (e) Compliance
      with Code section 409A.
      To the
      extent any amount payable under this Agreement is considered "nonqualified
      deferred compensation" under Code section 409A, the Company shall not
      accelerate the time or schedule of any payment to be made hereunder and such
      payments may only be made if the Executive has previously "separated from
      service" with the Company as defined under Code section 409A.

    


    6. Nonexclusivity
      of Rights.
      Nothing
      in this Agreement shall prevent or limit the Executive's continuing or future
      participation in any plan, program, policy or practice provided by the Company
      or any of its affiliated companies and for which the Executive may qualify,
      nor
      shall anything herein limit or otherwise affect such rights as the Executive
      may
      have under any contract or agreement with the Company or any of its affiliated
      companies. Amounts which are vested benefits or which the Executive is otherwise
      entitled to receive under any plan, policy, practice or program of or any
      contract or agreement with the Company or any of its affiliated companies at
      or
      subsequent to the Date of Termination shall be payable in accordance with such
      plan, policy, practice or program or contract or agreement except as explicitly
      modified by this Agreement.

    


    7. Full
      Settlement.
      The
      Company's obligation to make the payments provided for in this Agreement and
      otherwise to perform its obligations hereunder shall not be affected by any
      set-off, counterclaim, recoupment, defense or other claim, right or action
      which
      the Company may have against the Executive or others. In no event shall the
      Executive be obligated to seek other employment or take any other action by
      way
      of mitigation of the amounts payable to the Executive under any of the
      provisions of this Agreement and such amounts shall not be reduced whether
      or
      not the Executive obtains other employment. The Company agrees to pay as
      incurred, to the full extent permitted by law, all legal fees and expenses
      which
      the Executive reasonably incurs as a result of any contest (regardless of the
      outcome thereof) by the Company, the Executive or others of the validity or
      enforceability of, or liability under, any provision of this Agreement or any
      guarantee of performance thereof (including as a result of any contest by the
      Executive about the amount of any payment pursuant to this Agreement), plus
      in
      each case interest on any delayed payment at the applicable federal rate
      provided for in section 7872(f)(2)(A) of the Internal Revenue Code of 1986,
      as amended (the "Code").

    



    
      
        
        

      

      
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    8. Certain
      Additional Payments by the Company.
      

    


    (a) Anything
      in this Agreement to the contrary notwithstanding, if it is determined that
      any
      payment or distribution by the Company to or for the benefit of the Executive
      (whether paid or payable or distributed or distributable pursuant to the terms
      of this Agreement or otherwise, but determined without regard to any additional
      payments required under this section 8) (a "Payment") would be subject to
      the excise tax imposed by section 4999 of the Code or any interest or
      penalties are incurred by the Executive with respect to such excise tax (such
      excise tax, together with any such interest and penalties, are hereinafter
      collectively referred to as the "Excise Tax"), then the Executive shall be
      entitled to receive an additional payment (a "Gross-Up Payment") in an amount
      such that after payment by the Executive of all taxes (including any interest
      or
      penalties imposed with respect to such taxes), including, without limitation,
      any income taxes (and any interest and penalties imposed with respect thereto)
      and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an
      amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
      Payments.

    


    (b) Subject
      to the provisions of section 8(c), all determinations required to be made
      under this section 8, including whether and when a Gross-Up Payment is
      required and the amount of such Gross-Up Payment and the assumptions to be
      utilized in arriving at such determination, shall be made by such certified
      public accounting firm as may be designated by the Executive (the "Accounting
      Firm") which shall provide detailed supporting calculations both to the Company
      and the Executive within 15 business days of the receipt of notice from the
      Executive that there has been a Payment, or such earlier time as is requested
      by
      the Company. If the Accounting Firm is serving as accountant or auditor for
      the
      individual, entity or group effecting the Change of Control, the Executive
      shall
      appoint another nationally recognized accounting firm to make the determinations
      required hereunder (which accounting firm shall then be referred to as the
      Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
      be borne solely by the Company. Any Gross-Up Payment, as determined pursuant
      to
      this section 8, shall be paid by the Company to the Executive within five
      days of the receipt of the Accounting Firm's determination. If the Accounting
      Firm determines that no Excise Tax is payable by the Executive, it shall furnish
      the Executive with a written opinion that failure to report the Excise Tax
      on
      the Executive's applicable federal income tax return would not result in the
      imposition of a negligence or similar penalty. Any determination by the
      Accounting Firm shall be binding upon the Company and the Executive. As a result
      of the uncertainty in the application of section 4999 of the Code at the
      time of the initial determination by the Accounting Firm hereunder, it is
      possible that Gross-Up Payments which will not have been made by the Company
      should have been made ("Underpayment"), consistent 


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    with
      the
      calculations required to be made hereunder. If the Company exhausts its remedies
      pursuant to section 8(c) and the Executive thereafter is required to make a
      payment of any Excise Tax, the Accounting Firm shall determine the amount of
      the
      Underpayment that has occurred and any such Underpayment shall be promptly
      paid
      by the Company to or for the benefit of the Executive.

    


    (c) The
      Executive shall notify the Company in writing of any claim by the Internal
      Revenue Service that, if successful, would require the payment by the Company
      of
      the Gross-Up Payment. Such notification shall be given as soon as practicable
      but no later than ten business days after the Executive is informed in writing
      of such claim and shall apprise the Company of the nature of such claim and
      the
      date on which such claim is requested to be paid. The Executive shall not pay
      such claim prior to the expiration of the 30-day period following the date
      on
      which it gives such notice to the Company (or such shorter period ending on
      the
      date that any payment of taxes with respect to such claim is due). If the
      Company notifies the Executive in writing prior to the expiration of such period
      that it desires to contest such claim, the Executive shall:

    


    (i) give
      the
      Company any information reasonably requested by the Company relating to such
      claim,

    


    (ii) take
      such
      action in connection with contesting such claim as the Company shall reasonably
      request in writing from time to time, including, without limitation, accepting
      legal representation with respect to such claim by an attorney reasonably
      selected by the Company,

    


    (iii) cooperate
      with the Company in good faith in order effectively to contest such claim,
      and

    


    (iv) permit
      the Company to participate in any proceedings relating to such claim; provided,
      however, that the Company shall bear and pay directly all costs and expenses
      (including additional interest and penalties) incurred in connection with such
      contest and shall indemnify and hold the Executive harmless, on an after-tax
      basis, for any Excise Tax or income tax (including interest and penalties with
      respect thereto) imposed as a result of such representation and payment of
      costs
      and expenses. Without limitation on the foregoing provisions of this
      section 8(c), the Company shall control all proceedings taken in connection
      with such contest and, at its sole option, may pursue or forgo any and all
      administrative appeals, proceedings, hearings and conferences with the taxing
      authority in respect of such claim and may, at its sole option, either direct
      the Executive to pay the tax claimed and sue for a refund or contest the claim
      in 


    
      
        
        

      

      
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    any
      permissible manner, and the Executive agrees to prosecute such contest to a
      determination before any administrative tribunal, in a court of initial
      jurisdiction and in one or more appellate courts, as the Company shall
      determine; provided, however, that if the Company directs the Executive to
      pay
      such claim and sue for a refund, the Company shall advance the amount of such
      payment to the Executive, on an interest-free basis and shall indemnify and
      hold
      the Executive harmless, on an after-tax basis, from any Excise Tax or income
      tax
(including
      interest or penalties with respect thereto) imposed with respect to such advance
      or with respect to any imputed income with respect to such advance; and further
      provided that any extension of the statute of limitations relating to payment
      of
      taxes for the taxable year of the Executive with respect to which such contested
      amount is claimed to be due is limited solely to such contested amount.
      Furthermore, the Company's control of the contest shall be limited to issues
      with respect to whether a Gross-Up Payment would be payable hereunder and the
      Executive shall be entitled to settle or contest, as the case may be, any other
      issue raised by the Internal Revenue Service or any other taxing
      authority.

    


    (d) If,
      after
      the receipt by the Executive of an amount advanced by the Company pursuant
      to
      section 8(c), the Executive becomes entitled to receive any refund with
      respect to such claim, the Executive shall (subject to the Company's complying
      with the requirements of section 8(c)) promptly pay to the Company the
      amount of such refund (together with any interest paid or credited thereon
      after
      taxes applicable thereto). If, after the receipt by the Executive of an amount
      advanced by the Company pursuant to section 8(c), a determination is made
      that the Executive shall not be entitled to any refund with respect to such
      claim and the Company does not notify the Executive in writing of its intent
      to
      contest such denial of refund prior to the expiration of 30 days after such
      determination, then such advance shall be forgiven and shall not be required
      to
      be repaid and the amount of such advance shall offset, to the extent thereof,
      the amount of Gross-Up Payment required to be paid.

    


    9. Confidential
      Information.
      The
      Executive shall hold in a fiduciary capacity for the benefit of the Company
      all
      secret or confidential information, knowledge or data relating to the Company
      or
      any of its affiliated companies, and their respective businesses, which shall
      have been obtained by the Executive during the Executive's employment by the
      Company or any of its affiliated companies and which shall not be or become
      public knowledge (other than by acts by the Executive or representatives of
      the
      Executive in violation of this Agreement). After termination of the Executive's
      employment with the Company, the Executive shall not, for a period of three
      years following the Executive's termination of employment, without the prior
      written consent of the Company or as may otherwise be 


    
      
        
        

      

      
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    required
      by law or legal process, communicate or divulge any such information, knowledge
      or data to anyone other than the Company and those designated by it. In no
      event
      shall an asserted violation of the provisions of this section 9 constitute
      a basis for deferring or withholding any amounts otherwise payable to the
      Executive under this Agreement.

    


    10. Successors.
      

    


    (a) This
      Agreement is personal to the Executive and without the prior written consent
      of
      the Company shall not be assignable by the Executive otherwise than by will
      or
      the laws of descent and distribution. This Agreement shall inure to the benefit
      of and be enforceable by the Executive's legal representatives.

    


    (b) This
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns.

    


    (c) The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company to assume expressly and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be
      required to perform it if no such succession had taken place. As used in this
      Agreement, "Company" shall mean the Company as hereinbefore defined and any
      successor to its business and/or assets as aforesaid which assumes and agrees
      to
      perform this Agreement by operation of law, or otherwise.

    


    11. Miscellaneous.
      

    


    (a) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Wisconsin, without reference to principles of conflict of laws. The
      captions of this Agreement are not part of the provisions hereof and shall
      have
      no force or effect. This Agreement may not be amended or modified otherwise
      than
      by a written agreement executed by the parties hereto or their respective
      successors and legal representatives.

    



    
      
        
        

      

      
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    (b) All
      notices and other communications hereunder shall be in writing and shall be
      given by hand delivery to the other party or by registered or certified mail,
      return receipt requested, postage prepaid, addressed as follows: 

    


    If
      to the
      Executive, to the Executive's address appearing on the records of the
      Company.

    


    If
      to the
      Company:

    


    The
      Female Health Company

    Suite
      2225

    515
      North
      State Street

    Chicago,
      IL 60610

    Attn:
      Chief Executive Officer 

    


    or
      to
      such other address as either party shall have furnished to the other in writing
      in accordance herewith. Notice and communications shall be effective when
      actually received by the addressee.

    


    (c) The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

    


    (d) The
      Company may withhold from any amounts payable under this Agreement such federal,
      state, local or foreign taxes as shall be required to be withheld pursuant
      to
      any applicable law or regulation.

    


    (e) The
      Executive's or the Company's failure to insist upon strict compliance with
      any
      provision hereof or any other provision of this Agreement or the failure to
      assert any right the Executive or the Company may have hereunder, including,
      without limitation, the right of the Executive to terminate employment for
      Good
      Reason pursuant to section 4(c) of this Agreement, shall not be deemed to
      be a waiver of such provision or right or any other provision or right of this
      Agreement.

    



    
      
        
        

      

      
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    (f) The
      Executive and the Company acknowledge that, except as may otherwise be provided
      under any other written agreement between the Executive and the Company, the
      employment of the Executive by the Company is "at will" and, prior to the
      Effective Date, the Executive's employment and this Agreement may be terminated
      by either the Executive or the Company at any time prior to the Effective Date,
      in which case the Executive shall have no further rights under this Agreement.
      From and after the Effective Date this Agreement shall supersede any other
      agreement between the parties with respect to the subject matter
      hereof.

    


    Dated
      as
      of the date first above written.

    


    EXECUTIVE:

    


    /s/
      Michael
      Pope                      
             


    Michael
      Pope

    


    


    THE
      FEMALE HEALTH COMPANY

    


    BY
/s/
      O.B.
      Parrish                                


          O.B.
      Parrish, Chairman and 

         
      Chief  Executive
      Officer

    


     

    
      20