Survival Clause Example with 22 Variations from Business Contracts
This page contains Survival clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ A.J. Kazimi By: A.J. Kazimi Chief Executive Officer Accepted as to all terms and conditions as of the 9th of March, 2016: /s/ Martin E. Cearnal M...artin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm EXHIBIT 10.12 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment of Martin E. Cearnal as Senior Vice President, Chief Commercial Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective January 1, 2016, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") In consideration of your appointment as Senior Vice President, Chief Commercial Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two hundred seventy-five thousand one hundred dollars ($275,100.00), payable in arrears in equal monthly installments on the last day of each calendar month of 2016. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). Such shares will be subject to the RSA and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional Payments. During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by you of the expenses and payment by the Company of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement.View More
Variations of a "Survival" Clause from Business Contracts
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ A.J. Kazimi By: A.J. Kazimi Chief Executive Officer Accepted as to all terms and conditions as of the 9th 7th of March, 2016: 2014: /s/ Martin E.... Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm Rick S. Greene Rick S. Greene EX-10.14 5 cpix2013-10kxexhibit1014ri.htm EXHIBIT 10.12 - 10.14 CPIX 2013-10K-Exhibit 10.14 RickGreene-2014 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.14March 7, 2014Mr. Rick S. Greene2525 West End Avenue, Ave, Suite 950Nashville, TN 37203 Re:Employment 37203Re: Employment of Martin E. Cearnal Rick S. Greene as Senior Vice President, Finance & Accounting and Chief Commercial Financial Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Rick,Effective January 1, 2016, 2014, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") "Company"). In consideration of your appointment as Senior Vice President, Finance & Accounting and Chief Commercial Financial Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two hundred seventy-five forty-one thousand one seven hundred fifty dollars ($275,100.00), ($241,750.00), payable in arrears in equal monthly installments on the last day of each calendar month of 2016. 2014. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). Such shares will be subject to the RSA and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional expense.2.Additional Payments. During (a)During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services Services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by (b)Assuming you maintain an active license, the Company agrees to pay the following expenses which are professional costs associated with your CPA: Tennessee Department of Revenue Professional Privilege Tax, Continuing Professional Education (the Company will reimburse 32 hours of the expenses 40 hours required per year), Tennessee Society of CPAs Annual Membership (excludes elective fees), and payment by the Company Tennessee State Board of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. Accounting License Fee.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement. View More
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ A.J. Kazimi By: A.J. Kazimi Chief Executive Officer Accepted as to all terms and conditions as of the 9th 8th of March, 2016: 2013: /s/ Martin E.... Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm Rick S. Greene Rick S. Greene EX-10.27 9 cpixexhibit1027r.htm EXHIBIT 10.12 10.27 CPIX-2012.12.31-Exhibit 10.27 RickGreene-2013 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.27March 8, 2013Rick S. Greene2525 West End Avenue, Ave, Suite 950Nashville, TN 37203 Re:Employment 37203Re: Employment of Martin E. Cearnal Rick S. Greene as Senior Vice President, Finance & Accounting and Chief Commercial Financial Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Rick,Effective January 1, 2016, 2013, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") "Company"). In consideration of your appointment as Senior Vice President, Finance & Accounting and Chief Commercial Financial Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two hundred seventy-five thirty-seven thousand one hundred dollars ($275,100.00), ($237,000.00), payable in arrears in equal monthly installments on the last day of each calendar month of 2016. 2013. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). Such shares will be subject to the RSA and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional expense.2.Additional Payments. During (a)During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services Services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by (b)Assuming you maintain an active license, the Company agrees to pay the following expenses which are professional costs associated with your CPA: Tennessee Department of Revenue Professional Privilege Tax, Continuing Professional Education (the Company will reimburse 32 hours of the expenses 40 hours required per year), Tennessee Society of CPAs Annual Membership (excludes elective fees), and payment by the Company Tennessee State Board of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. Accounting License Fee.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement. View More
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This #This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ A.J. Kazimi By: A.J. Kazimi Chief Executive Officer Accepted as to all terms and conditions as of the 9th 4th of March, 2016: 2015: /s/ Mar...tin E. Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm Rick S. Greene Rick S. Greene EX-10.14 5 a2014-10kxexhibit1014rickg.htm EXHIBIT 10.12 10.14 2014-10K-Exhibit 10.14 RickGreene-2015 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.14March 4, 2015 Mr. Rick S. Greene2525 West End Avenue, Ave, Suite 950Nashville, TN 37203 Re:Employment of Martin E. Cearnal Rick S. Greene as Senior Vice President, Finance & Accounting and Chief Commercial Financial Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Rick,Effective January 1, 2016, 2015, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") In consideration of your appointment as Senior Vice President, Finance & Accounting and Chief Commercial Financial Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two hundred seventy-five forty-nine thousand one hundred dollars ($275,100.00), ($249,000.00), payable in arrears in equal monthly installments on the last day of each calendar month of 2016. 2015. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). Such shares will be subject to the RSA and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional Payments. During (a)During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by you of the expenses and payment by the Company of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. incurred. (b)Assuming you maintain an active license, the Company agrees to pay the following expenses which are professional costs associated with your CPA: Tennessee Department of Revenue Professional Privilege Tax, Continuing Professional Education (the Company will reimburse 32 hours of the 40 hours required per year), Tennessee Society of CPAs Annual Membership (excludes elective fees), and the Tennessee State Board of Accounting License Fee.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement. View More
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ INC.By:/s/ A.J. Kazimi By: A.J. Kazimi Chief KazimiA.J. KazimiChief Executive Officer Accepted as to all terms and conditions as conditions: By:/...s/ John HammJohn Hamm EX-10.16 2 a8-kexhibit1016.htm EX-10.16 DocumentMay 14, 2021John Hamm1659 Kirkwood PlaceBrentwood, TN 37027Re: Employment of the 9th of March, 2016: /s/ Martin E. Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm EXHIBIT 10.12 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment of Martin E. Cearnal John Hamm as Senior Vice President, Director Finance & Accounting and Chief Commercial Financial Officer by Cumberland Pharmaceuticals Inc.Dear Martin: John, Effective January 1, 2016, May 17, 2021, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") In consideration of your appointment as Senior Vice President, Director Finance & Accounting and Chief Commercial Financial Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two hundred seventy-five thousand one hundred seventy-seven thousand five hundred dollars ($275,100.00), ($177,500.00), payable in arrears in equal monthly installments on the last 1st day of each calendar month of 2016. 2021. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of 20,000 options for Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). stock. Such shares will be subject to the RSA Company's employee stock option plan and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional expense.2.Additional Payments. During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by you of the expenses and payment by the Company of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement. View More
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ A.J. Kazimi By: A.J. Kazimi Chief Executive Officer Accepted as to all terms and conditions as of the 9th of March, 2016: 2018: /s/ Martin E. Cea...rnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm Michael Bonner Michael Bonner EX-10.14 5 a2017-10kxexhibit1014micha.htm EXHIBIT 10.12 10.14 MICHAELBONNER 2018 Exhibit Exhibit 10.12March 10.14March 9, 2016Mr. Martin E. Cearnal2525 2018Mr. Michael Bonner 2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re:Employment of Martin E. Cearnal Michael Bonner as Senior Vice President, Director, Finance & Accounting; Chief Commercial Financial Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Michael:Effective January 1, 2016, 2018, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") In consideration of your appointment as Senior Vice President, Director, Finance & Accounting; Chief Commercial Financial Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two one hundred seventy-five ninety thousand one hundred dollars ($275,100.00), ($190,000.00), payable in arrears in equal monthly installments on the last 25th day of each calendar month of 2016. 2018. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). Such shares will be subject to the RSA and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional Payments. During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by you of the expenses and payment by the Company of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement. View More
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ A.J. Kazimi By: A.J. Kazimi Chief Executive Officer Accepted as to all terms and conditions as of the 9th 7th of March, 2016: 2014: /s/ Martin E.... Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm EXHIBIT 10.12 Leo Pavliv Leo Pavliv EX-10.13 4 cpix2013-10kxexhibit1013le.htm EXHIBIT-10.13 CPIX 2013-10K-Exhibit 10.13 LeoPavliv-2014 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.13March 7, 2014Mr. Leo Pavliv2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re: Employment of Martin E. Cearnal Leo Pavliv as Senior Vice President, Operations and Chief Commercial Development Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Leo:Effective January 1, 2016, 1st, 2014, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") "Company"). In consideration of your appointment as Senior Vice President, Operations and Chief Commercial Development Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two three hundred seventy-five twenty-six thousand one seven hundred fifty dollars ($275,100.00), ($326,750.00), payable in arrears in equal monthly installments on the last day of each calendar month of 2016. 2014. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). Such shares will be subject to the RSA and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional expense.2.Additional Payments. During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by you of the expenses and payment by the Company of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement. View More
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ A.J. Kazimi By: A.J. Kazimi Chief Executive Officer Accepted as to all terms and conditions as of the 9th 8th of March, 2016: 2013: /s/ Martin E.... Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm Leo Pavliv Leo Pavliv EX-10.13 7 cpixexhibit1013l.htm EXHIBIT 10.12 10.13 CPIX-2012.12.31-Exhibit 10.13 LeoPavliv-2013 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.13March 8, 2013Mr. Leo Pavliv2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re: Employment of Martin E. Cearnal Leo Pavliv as Senior Vice President, Operations and Chief Commercial Development Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Leo:Effective January 1, 2016, 1st, 2013, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") "Company"). In consideration of your appointment as Senior Vice President, Operations and Chief Commercial Development Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of three hundred seventeen thousand two hundred seventy-five thousand one hundred fifty dollars ($275,100.00), ($317,250.00), payable in arrears in equal monthly installments on the last day of each calendar month of 2016. 2013. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). Such shares will be subject to the RSA and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional expense.2.Additional Payments. During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by you of the expenses and payment by the Company of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement. View More
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ A.J. Kazimi By: A.J. Kazimi Chief Executive Officer Accepted as to all terms and conditions as of the 9th 8th of March, 2016: 2017: /s/ Martin E.... Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm Michael Bonner Michael Bonner EX-10.14 5 a2016-10kxexhibit1014micha.htm EXHIBIT 10.12 10.14 MBONNER 2017 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.14March 8, 2017Mr. Michael Bonner 2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re:Employment of Martin E. Cearnal Michael Bonner as Senior Vice President, Director, Finance & Accounting; Chief Commercial Financial Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Michael:Effective January 1, 2016, 2017, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") In consideration of your appointment as Senior Vice President, Director, Finance & Accounting; Chief Commercial Financial Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two one hundred seventy-five eighty-two thousand one hundred dollars ($275,100.00), ($182,100.00), payable in arrears in equal monthly installments on the last 25th day of each calendar month of 2016. 2017. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). Such shares will be subject to the RSA and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional expense.1.Additional Payments. During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by you of the expenses and payment by the Company of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement. View More
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ A.J. Kazimi By: A.J. Kazimi Chief Executive Officer Accepted as to all terms and conditions as of the 9th of March, 2016: 2018: /s/ Martin E. Cea...rnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm Leo Pavliv Leo Pavliv EX-10.13 4 a2017-10kxexhibit1013leopa.htm EXHIBIT 10.12 10.13 LEO PAVLIV 2018 Exhibit Exhibit 10.12March 10.13March 9, 2016Mr. Martin E. Cearnal2525 2018Mr. Leo Pavliv2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re:Employment of Martin E. Cearnal Leo Pavliv as Senior Executive Vice President, Operations and Chief Commercial Development Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Leo, Effective January 1, 2016, 2018, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") In consideration of your appointment as Senior Executive Vice President, Operations and Chief Commercial Development Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two three hundred seventy-five ninety thousand one hundred dollars ($275,100.00), ($390,000.00), payable in arrears in equal monthly installments on the last 25th day of each calendar month of 2016. 2018. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). Such shares will be subject to the RSA and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional Payments. During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by you of the expenses and payment by the Company of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement. View More
Survival. Notwithstanding any termination of your employment, this Agreement shall survive and remain in effect in accordance with its terms. # # # # This letter agreement may be signed in one or more counterparts, each of which shall be an original and all of which will constitute one and the same instrument. Sincerely yours, CUMBERLAND PHARMACEUTICALS INC. /s/ A.J. Kazimi By: A.J. Kazimi Chief Executive Officer Accepted as to all terms and conditions as of the 9th 8th of March, 2016: 2017: /s/ Martin E.... Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm Leo Pavliv Leo Pavliv EX-10.13 4 a2016-10kxexhibit1013leopa.htm EXHIBIT 10.12 10.13 LPAVLIV 2017 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.13March 8, 2017Mr. Leo Pavliv2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re:Employment of Martin E. Cearnal Leo Pavliv as Senior Executive Vice President, Operations and Chief Commercial Development Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Leo, Effective January 1, 2016, 2017, this letter agreement (the "Agreement") will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the "Company") In consideration of your appointment as Senior Executive Vice President, Operations and Chief Commercial Development Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1. Compensation. The Company agrees to compensate you as follows:(a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two three hundred seventy-five seventy-six thousand one four hundred dollars ($275,100.00), ($376,400.00), payable in arrears in equal monthly installments on the last 25th day of each calendar month of 2016. 2017. For each year, thereafter, you will be paid on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company's overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the terms of the applicable bonus program, the terms of which program may be modified from year to year in the sole discretion of the Company's Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a restricted stock agreement (RSA). Such shares will be subject to the RSA and the terms set forth in the incentive compensation plan under which they are awarded. You may, at the Company's sole discretion, receive additional awards of Company equity, which will be subject to their designated agreements and the incentive compensation plans under which they are awarded. (e) Except as set forth in Section 2, the Company shall not be liable to you for any expense incurred by you unless you receive the Company's prior written consent to reimburse you for such expense.2. Additional expense.1.Additional Payments. During the term hereof, you shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred in the performance of services in accordance with the expense reimbursement policy of the Company. Such reimbursement policy shall require adequate documentation by you of the expenses and payment by the Company of such amounts shall be made within a reasonable period after the close of the year in which the expenses were incurred.3. Employment at Will. This Agreement is not intended to and shall not be understood in any manner as affecting or modifying the at-will status of your employment with the Company. As an at-will employee either you or the Company may terminate the employment relationship at any time with or without cause or notice. The obligations of Sections 4, 5, 6, 7, 8, 10, 11 and 12 herein shall survive the termination of the employment relationship or of this Agreement. View More
