exhibit1011.htm


    
      Exhibit
10.11

      


      


      June 15,
2007

      


      


      Dr. Marco
Taglietti

      


      


      Dear
Marco:



    We are
delighted to extend our offer of at-will employment to you for the position of
Executive Vice President, Chief Medical Officer, Forest Research Institute at an
annualized salary of $475,000 (Base Salary), and paid semi-monthly ($19,791.66
per pay period).  In this position, located at our Jersey City, New
Jersey offices, you will report to Ivan Gergel, M.D., Senior Vice President of
Forest Laboratories, Inc, and President, Forest Research
Institute.  Provided that you join Forest prior to July 15, 2007, you
will be eligible to receive an annual bonus for the 2007 calendar year (with a
target of 30%; standard executive bonus range is zero to 50%) based upon Company
and your individual (Bonus) performance.  We will guarantee this bonus
for 2007 at a rate of 75% of the targeted amount for the year, based on your
good standing with the company at the time of award. Typically, this payment is
made with the final calendar year payroll, on or about December 31st.  In
addition, you will be eligible for consideration for merit increases and
performance bonuses for each subsequent year of your employment, and paid in
December, following your performance review in December of each
year.  You will be granted a stock option of 60,000 shares of Forest
Laboratories, Inc. stock by our Board of Directors effective upon the vote of
the Board on August 6, 2007.  These stock options have a 10-year
expiry.  The vesting schedule is as follows:

    


    15% after
the first grant year (15% total);

    another
15% at the end of the second grant year (30% total);

    another
15% at the end of the third grant year (45% total);

    another
15% at the end of the fourth grant year (60% total); and

    after the
fifth grant year the remaining 40% (100% total)

    


    In the
past, stock option grants for senior executives have been awarded annually in
December as part of the compensation cycle.  Therefore, it would not
be unreasonable to forecast additional stock option awards for your service
beginning in December 2007, and thereafter.  A target amount for said
additional grant might be in the area of 20-25,000 options, subject to executive
review and Board of Directors approval.  All stock option awards will
be exercisable, for active employees, based upon the terms and conditions of the
stock option agreement as provided to you by the Company.

    


    During
the term of your employment, you shall be entitled to such benefits and
perquisites as are generally made available to senior executive officers of
Forest.  By way of illustration and not limited by the preceding
sentence, Forest shall provide you with the following benefits:  You
and your dependents will be eligible for participation in Forest Laboratories
Medical and Dental plans based upon pre-existing conditions.  You will
also be eligible to participate in our Flexible Spending Accounts (Medical/
Dependent), Life, Profit Sharing, 401K Savings, Deferred Compensation, and Long
Term Disability plans in accordance with the standard eligibility requirements
as defined in the respective plans. You will also receive four (4) weeks paid
vacation in accordance with Company Policy, beginning with your employment date
in calendar year 2007. Forest recognizes and accepts that you have a scheduled
vacation in August 2007 and will, on a one-time basis, provide you with this
paid time as part of your employment. Thereafter, you will participate in the
Forest Vacation plan for employees.

    


    Forest
will reimburse you for all reasonable, ordinary and necessary expenses incurred
by you in the performance of your duties, provided you account to Forest for
such expenses in the manner prescribed by Forest.

    


    Finally,
as Executive Vice President, Chief Medical Officer, you will be eligible to
participate in Forest Laboratories, Inc.’s Change in Control Agreement in the
form attached hereto and incorporated herein.  This agreement provides
for a three-year salary protection in the event of a hostile takeover of the
company.  Pursuant to this agreement, Forest will provide you with a
three (3) year employment guarantee as of your start date, limited to severance
and certain benefits in the event of a termination of your employment by Forest
without Cause or your termination of employment for Good Reason.  In
such event, this severance agreement will provide you with semi-monthly Base
Salary payments for a period of either the balance of the three year contract,
or for one year, which ever is greater, plus one Bonus payment (the higher of
the last actual bonus payout, or 30% of salary target).  In the event
that the employment agreement is activated, you agree, subject to your
availability, to be reasonably available to management for consultations from
time to time during the period of salary continuation, it being understood that
you shall not be required to perform such consultation for any specified minimum
number of hours.  Further, Forest shall continue health care coverage
(medical and dental) for yourself and any eligible family members for the period
concurrent with salary continuation, or until coverage is obtained by you, which
ever is earlier.  Such coverage shall be on the same terms and
conditions and at the same cost as for active senior executive officers of
Forest.  During any period of the employment agreement there shall not
be any accelerated vesting of stock options.  However, any stock
options previously awarded to you shall continue to vest until the expiration of
the three year employment agreement.

    


    We
recognize that you may have certain limited on-going transitional activities
associated with your withdrawal from the firm of Stiefel and acknowledge that you
may devote such time and attention to those responsibilities as may reasonably
be required and which you do not anticipate will limit or interfere with the
performance of your duties for Forest. Generally this would expect to be
remedied within 60 days from the start of your employment with
Forest.

    Please
sign your acceptance of this Offer of Employment and return it to me no later
than Wednesday, June 20, 2007. I would appreciate a verbal concurrence as soon
as you are able. As previously discussed, we will arrange for a meeting to
discuss the full range of offerings at your convenience.

    


    We are
projecting a start date for your employment as being on Monday July 9, 2007 and
your appointment as Executive Vice President, Chief Medical Officer to be
effective as of such date.

    


    There are
three last actions which will make our offer of employment
complete.  First, Forest requires your completion of the employment
application with an original signature on the back page granting the company
your authorization to complete background checks. Mail this back to me with your
signed Employment Letter.

    


    Second,
you, as with all employees must undergo a drug screen at a certified testing
laboratory proscribed by Forest. Materials for this screen accompany this
letter. Please take the materials to the testing laboratory indicated, or to
your physician and have them take the necessary steps. Complete this step within
5-business days of your receipt of this letter. Failure to complete this in a
timely manner may delay the completion of your process and your start of
employment.

    


    And
third, as required by the U.S. Department of Labor and pursuant to the
Immigration and Nationality Act, our company is required to verify the identity
and employment authorization of all new hires.  In order to comply
with this legal obligation, we must complete an Employment Eligibility
Verification Form (I-9) within three (3) days of your hire.  We have
enclosed a list of forms needed to comply with the requirement (Form I-9) for
your review.  Please note that you will need to provide on the first
day of your employment either (i) one document from “list A” or (ii) one
document from “list B” and one document from “list C” of the form (see the
enclosed I-9 list).  If you anticipate having difficulty completing
the Form I-9 or producing the required documents, please contact me as soon as
possible.

    

      If you
have any questions, please contact me as soon as possible.

      


      Sincerely,

      


      


      /s/ Bernard J.
McGovern    

      Bernard
J. McGovern

      Vice
President, Human Resources

      


      ACCEPTED
& AGREED BY:

      


      


      


      /s/ Marco Taglietti,
M.D.    

      Marco
Taglietti, M.D.

      


      Attachment
I-9; Change in Control;

      


      cc:  I.
Gergel; L. Olanoff; H. Solomon