exhibit102.htm


     

    
      	 	 


              
                 

                EXHIBIT
      10.2

                
                   
      

                

              


              May
      18, 2009

              


              


              Mr.
      James A. Meer

              


              


              Dear
      Jim,

              


              This
      letter follows up on our discussion and is an offer of severance benefits
      relating to your resignation from Columbia Laboratories, Inc. (the
      “Company”).

               

              Separation
      and General Release

               

              In
      return for your agreement to the attached Separation and General Release
      which will only be effective upon execution by you and an officer of the
      Company, the Company agrees to provide to you the benefits you would have
      been entitled to under your Amended and Restated Employment Agreement with
      the Company dated March 11, 2009, had you been terminated by the Company
      without cause pursuant to Section 6(f) of that agreement, and the Company
      agrees that your stock option grants that are vested on the date hereof,
      will remain exercisable until June 11, 2011 (subject to termination based
      on the applicable plan provisions other than those related to termination
      of employment).

              


              Whether
      or not you elect to sign the Separation Agreement and General Release, you
      should also be aware of the following:

              


              


              1.             Group Life
      Insurance

              


              If
      you wish to do so, you may convert the life insurance for which you are
      currently enrolled to an individual policy, but you will be required to
      pay the full cost of coverage.

              


              2.           Long Term Disability
      Benefits

              


              Long
      Term disability protection ends as of your last day as an active
      employee.  No conversion to an individual policy is available
      for this coverage.


              3.           401(k)
      Plan

              


              Your
      401(k) account may be withdrawn in a lump sum or through other available
      options.  You may also elect to defer payment until some future
      date, but not beyond age 70 1/2. You should be aware that Federal law
      requires an automatic 20% Federal Income Tax withholding on any
      distributions from a qualified plan if it is not directly rolled
      over into an IRA or another qualified plan. You are encouraged to
      seek competent tax advice to understand fully the tax consequences
      applicable to your distribution options.

              

                4.           Stock
      Options

                


                If
      you elect not to sign the Separation Agreement and General Release, the
      options granted to you shall only remain exercisable, if vested, until the
      earlier of (i) the date the stock option expires or (ii) the end of the 90
      day-period following June 11, 2009, the date of termination of
      employment.

                 

                You
      have up to twenty-one (21) days from the date of receipt of this letter to
      review and sign the Separation Agreement and General Release, and to
      return the signed and dated Separation Agreement and General Release, to
      Rosemary Bergamo, Columbia Laboratories, Inc., 354 Eisenhower Parkway,
      Livingston, NJ 07039.

                 

                During
      this period you are encouraged to discuss your decision with your attorney
      or other adviser of your choice.

                 

                If
      you have any questions, please feel free to contact Rosemary Bergamo at
      973-486-8792.

                
                   

                  Sincerely,

                   

                  
                     

                    /S/ Robert S.
      Mills

                    


                     

                    Robert
      S. Mills

                    President and Chief Executive
  Officer

                  

                

              

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Separation Agreement
      and General Release of
Claims

              


      

       

      


      In return
for the execution of this Separation Agreement and General Release, I, James A.
Meer (referred to below as “I”, “me”, “my” or the “Employee”) will receive a
Severance Benefit to which I am not otherwise entitled, that is, the Company
agrees to provide to me the benefits I would have been entitled to under my
Amended and Restated Employment Agreement with the Company dated March 11, 2009,
had I been terminated by the Company without cause pursuant to Section 6(f) of
that agreement and the Company agrees that my stock option grants that are
vested on May 18, 2009, will remain exercisable until June 11,
2011  (subject to termination based on the applicable plan provisions
other than those related to termination of employment).

      


      This
Separation Agreement and Release of Claims will be effective on the later date
of the signatures below.

      


      In
consideration of the receipt of the Severance Benefit described above, I agree
as follows:

      


      
        	
                1.  

              	
                Company
      Obligations

              


      

      


      
        	
                 
      

              	
                The
      Company shall have no other financial obligations to me under any
      compensation or benefit plan, program or policy, except that: (1) I shall
      have such right to continue group health plan coverage as is provided
      under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)
      or a comparable state law; and (2) this Separation Agreement and General
      Release is not intended to cover any claim for benefits to which I am
      entitled, if any, under the Company’s 401(k)
  Plan.

              


      

      


      
        	
                2.  

              	
                Cooperation

              


      

      


      From time
to time the Company finds it necessary or advisable to contact former employees
to discuss matters about which they might have knowledge that are relevant to
ongoing matters of the Company or otherwise related to their employment period.
Accordingly, I agree that I will cooperate in all reasonable respects and
generally make myself available to speak with Company employees and counsel,
give testimony,  and provide assistance in connection with any matter
that relates to my employment period, including litigation, arbitration
proceedings, government hearings or investigations involving the Company, or any
other matter, provided that with regard to matters not involving litigation or
potential litigation, this provision shall not apply after one (1) year
from the date hereof. The Company will, to the extent feasible, use reasonable
business efforts to limit itself to telephonic and email inquiries and otherwise
provide me with reasonable notice in the event my assistance is required. In
connection with any cooperation where the Company requires me to be available in
person, the Company will reimburse me for my reasonable travel, meal and lodging
expenses. My entitlement to reimbursement of expenses shall in no way affect
other rights I may have to be indemnified and/or advanced expenses, provided
that in no event shall there be any duplication of indemnification and/or
expense reimbursement. I will not be entitled to any other compensation for
cooperation, except as otherwise provided under my Indemnification Agreement
with the Company dated December 6, 2006.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      
        	
                3.  

              	
                Release
      of Claims

              


      

       

      
        	
                A.  

              	
                In
      exchange for the consideration described above, I agree to release and
      forever discharge the Company, its subsidiaries and affiliates and their
      parent organizations, predecessors, successors, officers, directors,
      employees, agents, attorneys, associates, and employee benefit plans from
      all claims, demands or causes of action arising out of facts or
      occurrences prior to the date of this Agreement, whether known or unknown
      to me, between the Company and me.

              


      

      


      
        	
                B.  

              	
                I
      agree that this release of claims is intended to be broadly construed so
      as to resolve any pending and potential disputes between the Company and
      me that I have up to the date of this Release, whether or not such
      disputes are known or unknown to me, including, but not limited to, claims
      based on express or implied contract; any action arising in tort,
      including, but not limited to, libel, slander, defamation, intentional
      infliction of emotional distress, or negligence; any and all claims for
      wrongful discharge; and any and all claims based on the Age Discrimination
      in Employment Act (42 U.S.C. § 621), Title VII of the Civil Rights act of
      1964 as amended (42 U.S.C. § 2000e), the Equal Pay Act of 1963 (29 U.S.C.
      § 206(d)), the Civil Rights Acts of 1866 and 1871 (42 U.S.C. § 1981), the
      Worker Adjustment and Retraining Notification Act (29 U.S.C. § 1651), the
      Employee Retirement Income Security Act (29 U.S.C. § 1001), the Family and
      Medical Leave Act (29 U.S.C. §2601), the Americans with Disabilities Act
      (42 U.S.C. § 12,101), the Occupational Safety and Health Act (29 U.S.C. §
      651), or any other federal, state or local statute prohibiting
      discrimination on the basis of age, race, creed, color, religion, national
      origin, sex, disability, marital status or any other protected
      classification which I have, or at any time had, including but not limited
      to all claims for attorneys fees.

              


      

      


      
        	
                C.  

              	
                If
      I breach or challenge the enforceability of this Agreement, I acknowledge
      that I will reimburse the Company for any monetary consideration
      previously received by me under this Agreement and agree to pay reasonable
      attorneys’ fees and costs incurred by the Company in collection and
      enforcement of this Agreement; provided that this paragraph shall have no
      application to me with respect to a claim asserting that my separation was
      due to unlawful age discrimination in violation of the Age Discrimination
      in Employment Act.

              


      

      


      
        	
                4.  

              	
                Non-Admission
      of Liability

              


      

      


      
        	
                 
      

              	
                This
      General Release shall not in any way be construed as an admission by the
      Company that it has acted wrongfully with respect to me or any other
      person, or that I have any rights whatsoever against the Company, and the
      Company specifically denies any liability to or wrongful acts against me
      or any other person, on the part of itself, its employees and its
      agents.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	
                5.  

              	
                Additional
      Understandings

              


      

      


      A.           I
acknowledge and agree as follows:

      


      
        	
                (1)  

              	
                The
      benefits provided to me under this Agreement exceed the nature and scope
      of that to which I would otherwise have been entitled to receive from the
      Company and constitute adequate consideration for my promises
      herein;

              


      

      


      
        	
                (2)  

              	
                I
      agree that on or before my last work day with the Company, I will return
      to the Company all notes, reports, plans, keys, security cards and/or
      identification cards, charge cards, customer and investor lists, computer
      or other files, passwords, product information and other documents and
      property which were created, developed, generated or received by me during
      my employment or which are the property of the Company, whether or not
      such items are confidential to the
Company.

              


      

      


      
        	
                (3)  

              	
                I
      acknowledge that, before signing this Release, I was given a period of at
      least twenty-one (21) calendar days to consider this Release and I waive
      any right I might have to additional time beyond this twenty-one (21) day
      consideration period within which to consider this
  Release;

              


      

      


      
        	
                (4)  

              	
                I
      have read and understand this Agreement in its entirety, including the
      waiver of rights under the Age Discrimination in Employment
      Act;

              


      

      


      
        	
                (5)  

              	
                I
      have been advised by the Company to consult with an attorney before
      signing this Agreement and this paragraph constitutes such advice in
      writing;

              


      

      


      
        	
                (6)  

              	
                For
      a period of seven (7) days following my execution of this Agreement, I may
      revoke this Agreement by notifying Rosemary Bergamo, Columbia
      Laboratories, Inc., 354 Eisenhower Parkway, Livingston, NJ, and it shall
      not become effective or enforceable until the 7-day revocation period has
      expired;

              


      

      


      
        	
                (7)  

              	
                I
      enter into this Agreement knowingly and voluntarily, without duress or
      reservation of any kind, and after having given the matter full and
      careful consideration.

              


      

      


      
        	
                B.  

              	
                Nothing
      in this Agreement shall be construed to prohibit me from filing any charge
      or complaint with the Equal Employment Opportunity Commission (EEOC) or
      participating in any investigation or proceeding conducted by the EEOC,
      nor shall any provision of this Agreement adversely affect my right to
      engage in such conduct.  Notwithstanding the foregoing, I intend
      that the Company shall have the right, to the full extent permitted by
      law, to enforce this Agreement and to pursue any and all legal or
      equitable remedies against me in the event I violate this
      Agreement.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	
                6.  

              	
                No
      Representations

              


      

      


      
        	
                 
      

              	
                I
      represent and acknowledge that in executing this document, I do not rely
      and have not relied upon any representation or agreement not set forth in
      this Separation Agreement and General Release with regard to its subject
      matter, basis or effect.

              


      

      


      
        	
                7.  

              	
                Severability

              


      

      


      The
provisions of this Separation Agreement and General Release are severable, and
if any part is found to be unenforceable, the other paragraphs shall remain
fully valid and enforceable.

      


      
        	
                8.  

              	
                Governing
      Law

              


      

      


      This
Separation Agreement and General Release will be construed under the law of the
State of New Jersey and, where applicable, under federal law.

      


      PLEASE
READ CAREFULLY.  THIS SEPARATION AGREEMENT AND GENERAL RELEASE
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

       

      


      
        	
                /S/
      James A. Meer

              	
                May
      18, 2009

              
	
                 Signature:
      James A. Meer

              	
                (Date)

              


      

      


      


      Columbia
Laboratories, Inc.

      


      


      
        	
                /S/
      Robert S. Mills

              	
                May
      18, 2009

              
	
                 Signature:
      Robert S. Mills

              	
                (Date)