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 4th of March, 2016: 2015: /s/ Martin E.... Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm Leo Pavliv Leo Pavliv EX-10.13 4 a2014-10kxexhibit1013leopa.htm EXHIBIT 10.12 10.13 2014-10K-Exhibit 10.13 LeoPavliv-2015 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.13March 4, 2015Mr. Leo Pavliv2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment of Martin E. Cearnal Leo Pavliv as Senior Vice President, Operations and Chief Commercial Development Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Leo, 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, 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 thirty-eight thousand two hundred seventy-five thousand one hundred dollars ($275,100.00), ($338,200.00), 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 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 James L. Herman James L. Herman EX-10.15 6 cpix2013-10kxexhibit1015ji.htm EXHIBIT 10.12 - 10.15 CPIX 2013-10K-Exhibit 10.15 JimHerman-2014 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.15March 7, 2014Mr. James L. Herman2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re: Employment of Martin E. Cearnal James L. Herman as Senior Vice President, National Accounts and Chief Commercial Compliance Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Jim: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, National Accounts and Chief Commercial Compliance 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 one hundred ninety-nine thousand two hundred seventy-five thousand one fifty hundred dollars ($275,100.00), ($199,250.00), 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 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 4th of March, 2016: 2015: /s/ Martin E.... Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm James L. Herman James L. Herman EX-10.15 6 a2014-10kxexhibit1015jimhe.htm EXHIBIT 10.12 10.15 2014-10K-Exhibit 10.15 JimHerman-2015 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.15March 4, 2015Mr. James L. Herman2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment of Martin E. Cearnal James L. Herman as Senior Vice President, National Accounts and Chief Commercial Compliance Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Jim,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, National Accounts and Chief Commercial Compliance 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 & six thousand one two hundred thirty dollars ($275,100.00), ($206,230.00), 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 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 James L. Herman James L. Herman EX-10.12 3 a2015-10kxexhibit1012marti.htm 6 cpixexhibit1012j.htm EXHIBIT 10.12 Exhibit CPIX-2012.12.31-Exhibit 10.12 JimHerman-2013 Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 8, 2013Mr. James L. Herman2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re: Employment of Martin E. Cearnal James L. Herman as Senior Vice President, National Accounts and Chief Commercial Compliance Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Jim: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, National Accounts and Chief Commercial Compliance 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 ninety-two thousand five hundred dollars ($275,100.00), ($192,500.00), 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.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 Jean W. Marstiller By: A.J. Kazimi Chief Executive Officer Jean W. Marstiller Corporate Secretary Accepted as to all terms and condit...ions as of the 9th 7th of March, 2016: 2014: /s/ Martin E. Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm A.J. Kazimi A.J. Kazimi EX-10.11 2 cpix2013-10kxexhibit1011aj.htm EXHIBIT 10.12 10.11 CPIX 2013-10K-Exhibit 10.11 AJKazimi-2014 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.11March 7, 2014Mr. A.J. Kazimi2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re: Employment of Martin E. Cearnal A.J. Kazimi as Senior Vice President, Chief Commercial Executive Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective A.J. :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, Chief Commercial Executive 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 four hundred seventy-five fifty thousand one hundred dollars ($275,100.00), ($450,000.00), 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 10th of March, 2016: /s/ Martin... E. Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm Michael Bonner Michael Bonner EX-10.14 5 a2015-10kxexhibit1014micha.htm EXHIBIT 10.12 10.14 Exhibit Exhibit 10.12March 9, 10.14March 10, 2016Mr. Martin E. Cearnal2525 Michael Bonner 2525 West End Avenue, Suite 950Nashville, TN 37203 Re: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 January 1, Michael:Effective March 10, 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, 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 thousand one hundred dollars ($275,100.00), ($175,100.00), 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
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 Jean W. Marstiller By: A.J. Kazimi Chief Executive Officer Jean W. Marstiller Corporate Secretary Accepted as to all terms and condit...ions as of the 9th 8th of March, 2016: 2013: /s/ Martin E. Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm A.J. Kazimi A.J. Kazimi EX-10.11 5 cpixexhibit1011a.htm EXHIBIT 10.12 10.11 CPIX-2012.12.31-Exhibit 10.11 AJKazimi-2013 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.11March 8, 2013Mr. A.J. Kazimi2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re: Employment of Martin E. Cearnal A.J. Kazimi as Senior Vice President, Chief Commercial Executive Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective A.J. :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, Chief Commercial Executive 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 four hundred seventy-five thirty-five thousand one hundred dollars ($275,100.00), ($435,000.00), 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 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 Jean W. Marstiller By: A.J. Kazimi Chief Executive Officer Jean W. Marstiller Corporate Secretary Accepted as to all terms and condit...ions as of the 9th 4th of March, 2016: 2015: /s/ Martin E. Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm A.J. Kazimi A.J. Kazimi EX-10.11 2 a2014-10kxexhibit1011ajkaz.htm EXHIBIT 10.12 10.11 2014-10K-Exhibit 10.11 AJKazimi-2015 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.11March 4, 2015Mr. A.J. Kazimi2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment of Martin E. Cearnal A.J. Kazimi as Senior Vice President, Chief Commercial Executive Officer by Cumberland Pharmaceuticals Inc.Dear Martin: A.J. : 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, Chief Commercial Executive 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 four hundred seventy-five seventy thousand one hundred dollars ($275,100.00), ($470,000.00), 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 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 Jean W. Marstiller By: A.J. Kazimi Chief Executive Officer Jean W. Marstiller Corporate Secretary Accepted as to all terms and condit...ions as of the 9th 8th of March, 2016: 2017: /s/ Martin E. Cearnal Martin E. Cearnal EX-10.12 3 a2015-10kxexhibit1012marti.htm A.J. Kazimi A.J. Kazimi EX-10.11 2 a2016-10kxexhibit1011ajkaz.htm EXHIBIT 10.12 10.11 AJKAZIMI 207 Exhibit Exhibit 10.12March 9, 2016Mr. Martin E. Cearnal2525 10.11March 8, 2017Mr. A.J. Kazimi2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re:Employment of Martin E. Cearnal A.J. Kazimi as Senior Vice President, Chief Commercial Executive Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective A.J. :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, Chief Commercial Executive 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 five hundred seventy-five twenty-three thousand one hundred dollars ($275,100.00), ($523,000.00), 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 James L. Herman James L. Herman EX-10.15 6 a2017-10kxexhibit1015jimhe.htm EXHIBIT 10.12 10.15 JIMHERMAN 2018 Exhibit Exhibit 10.12March 10.15March 9, 2016Mr. Martin E. Cearnal2525 2018Mr. James L. Herman2525 West End Avenue, Suite 950Nashville, TN 37203 Re:Employment 37203Re:Employment of Martin E. Cearnal James L. Herman as Senior Vice President, National Accounts and Chief Commercial Compliance Officer by Cumberland Pharmaceuticals Inc.Dear Martin: Effective Jim: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, National Accounts and Chief Commercial Compliance 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 thousand one hundred dollars ($275,100.00), ($240,000.00), 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
