EX-10.1



 




Exhibit 10.1


Amendment to Employment Agreement




This Amendment to Employment Agreement (“this Amendment”) is made and entered
into as of the 27th day of September 2004, by and between aaiPharma Inc., a
Delaware corporation with its principal place of business in Wilmington, North
Carolina, (“the Company”), and Frederick D. Sancilio, Ph. D. (“Employee”), a
resident and citizen of Jupiter, Florida.




Employee and the Company are parties to an Amended and Restated Employment
Agreement Between aaiPharma Inc. and Frederick D. Sancilio (“the Employment
Agreement”). Effective September 27, 2004, Employee will terminate his
employment with the Company and all of its subsidiaries and the “Term of
Employment” (as defined in the Employment Agreement) will expire as of that
date. Employee will also resign from all offices held with the Company and its
subsidiaries, effective as of September 27, 2004. Employee has resigned as
Chairman of the board of directors of the Company, but will continue as a
director through a term ending in 2006.




The Company has agreed to make payments to Employee that would be owed for, and
to treat the termination of Employee’s employment as, a “Compensable
Termination” as defined in paragraph 7 of the Employment Agreement. Provided,
however, that the Company and Employee have agreed to modify the terms of
paragraphs 5(b) and 7(c) of the Employment Agreement, such that the payments
owed to Employee under paragraphs 5(b) and 7(c) will be paid to Employee in
twenty-four (24) consecutive equal monthly installments, rather than in one
lump sum payment.




In consideration for the receipt of all such payments and benefits, Employee
has agreed to execute a release in the form attached hereto as Exhibit A.




Except as amended, the terms of Employee’s and the Company’s continuing
obligations under the Employment Agreement (including without limitation all
provisions set forth in paragraphs 9 and 10 of the Employment Agreement) shall
remain in full force and effect.




IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or
caused this Agreement to be duly executed by their authorized representatives
as of the day and year first above written.




	 	 	 	 	 
	 	 	aaiPharma Inc.
	 
	 	 	 	 
	

	 	By:
	/s/ James G. Martin


	 
	 	 	 	 
	

	 	Position:
	Chairman, Compensation Committee


	 
	 	 	 	 
	 	 	/s/ Frederick D. Sancilio

Frederick D. Sancilio Ph.D.







 









 






Exhibit A




RELEASE




     As consideration for the payments to be made by the Company to the
undersigned (“the Employee”) pursuant to the terms of the Amended and Restated
Employment Agreement Between aaiPharma Inc. and Frederick D. Sancilio, as
amended by an Amendment to Employment Agreement dated as of the date hereof
(collectively, “the Employment Agreement”), Employee agrees for Employee and
for Employee’s heirs, executors, administrators and assigns (the “Employee
Parties”), to release and forever discharge the Company and all of its parent
and subsidiary corporations and affiliates, together with each of their
respective agents, officers, employees, directors, insurers, benefit plans and
attorneys (“the Company Parties”), from and to waive any and all rights with
respect to all manner of claims, actions, causes of action, suits, judgments,
rights, demands, debts, damages, or accountings of whatever nature, legal,
equitable or administrative, whether the same are now known or unknown, which
the Employee Parties ever had, now have or may claim to have, upon or by reason
of the occurrence of any matter, cause or thing whatsoever up to the date of
this release, including without limitation: (i) any claim whatsoever (whether
under federal or state statutory or common law) arising from or relating to
Employee’s employment or changes in Employee’s employment relationship with the
Company, including Employee’s separation, termination or resignation therefrom;
(ii) all claims and rights for additional compensation or benefits of whatever
nature, including without limitation any bonuses or incentive compensation;
(iii) any claim for breach of contract, implied or express, impairment of
economic opportunity, intentional or negligent infliction of emotional
distress, wage or benefit claim, prima facie tort, defamation, libel, slander,
negligent termination, wrongful discharge, or any other tort, whether
intentional or negligent; and (iv) all claims and rights under Title VII of the
Civil Rights Act of 1964, the Civil Rights Acts of 1866, 1871, or 1991, the Age
Discrimination in Employment Act, the Employee Retirement Income Security Act,
the Americans With Disabilities Act of 1993, the Family and Medical Leave Act,
all as amended, or any other federal, state, county or municipal statute or
ordinance relating to any condition of employment or employment discrimination.
Provided, however, this release shall not include: (i) the claims of the
Employee Parties under the Employment Agreement (including without limitation
Employee’s claims to benefits and payments pursuant to paragraphs 5 and 7
thereof); (ii) rights the Employee Parties may have in respect of termination
of employment under any compensation, incentive or employee benefit plan; (iii)
claims otherwise released herein that are asserted by any of the Employee
Parties as a counterclaim or defense in any action filed against any of such
Employee Parties by any of the Company Parties; or (iv) the rights of Employee
to indemnification and advancement of funds pursuant to the Company’s Articles
of Incorporation and Bylaws, and the rights of Employee under any undertaking
in connection with the advancement of expenses executed in connection
therewith.



     This
the 27th day of September 2004.



	 	 	 
	

	 	

Frederick D. Sancilio Ph.D.