-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kd2QrwU55JT9bwsQgLTrCKHnTacJD495WK4tGElzr8qhsxv+g3m3OY4ObkjbqKoD pZeZADAHRVR+LR8/defHxg== 0000950123-06-000060.txt : 20060104 0000950123-06-000060.hdr.sgml : 20060104 20060104160318 ACCESSION NUMBER: 0000950123-06-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060104 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBREX CORP CENTRAL INDEX KEY: 0000820081 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222476135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10638 FILM NUMBER: 06507707 BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLZ CITY: E RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2018043000 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA CITY: E. RUTHERFORD STATE: NJ ZIP: 07073 8-K 1 y16260e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 4, 2006 CAMBREX CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 1-10638 22-2476135 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 804-3000 Check the appropriate box if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) CAMBREX CORPORATION FORM 8-K CURRENT REPORT JANUARY 4, 2006 SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Cambrex Corporation ("Cambrex" or the "Company") is reporting under Item 1.01 that in conjunction with the resignation and termination of employment of Mr. John R. Leone, President and Chief Executive Officer and Member of the Board of Directors of Cambrex since August 23, 2004, from the Company as well as his resignation from the Company's Board of Directors, as disclosed in Item 5.02, below, the Company entered into a Separation and General Release Agreement dated January 4, 2006, effective as of December 31, 2005, with Mr. Leone (See Exhibit 10.1 hereof), which provides for, among other things, (i) payment by the Company of monthly severance payments for the twenty-four (24) month period commencing on January 1, 2006 ("Severance Period") in the amount of $101,823, provided that such payments will cease if Mr. Leone secures comparable employment during the Severance Period and further provided that Mr. Leone is not required to actively pursue employment, and has no obligation to mitigate any such payments; (ii) the continued vesting of 25,607 shares of restricted stock with one-half of such restricted stock vesting on July 22, 2006 and the balance vesting on July 22, 2007 (on joining the Company Mr. Leone received an award of 38,410 shares of Company restricted stock, one third of which vested on July 22, 2005); such shares represent the unvested portion of restricted stock issued pursuant to Mr. Leone's previously disclosed Employment Agreement dated August 23, 2004 (which was previously disclosed in the Company's Current Report on Form 8-K filed on August 26, 2004 and which is incorporated by reference into this Current Report on Form 8-K, the "Leone Employment Agreement") to compensate for the value of Mr. Leone's forfeited "in the money" options from his previous employer; (iii) the continued vesting of 54,788 shares of restricted stock with one third of such unvested restricted stock vesting on each of July 22, 2006, July 22, 2007 and July 22, 2008 (on joining the Company Mr. Leone received an award of 71,052 shares of Company restricted stock, one fourth of which vested on July 22, 2005); such shares represent the unvested portion of the restricted stock issued pursuant to the Leone Employment Agreement to compensate for the value of Mr. Leone's forfeited pension from his previous employer; (iv) 433,333 options to acquire Company stock; which were outstanding on the date of termination of Mr. Leone's employment, such options are subject to the terms and conditions of the applicable award agreements and equity plans; and (v) continuation of medical coverage for 18 months, life insurance for 12 months, and accidental death and dismemberment insurance for 6 months, on the same terms and conditions applicable to senior executives of the Company during the Severance Period as provided in the Leone Employment Agreement; provided that such coverage will cease if and at the time, Mr. Leone becomes eligible to receive equivalent coverage from any subsequent employment. The preceding summary of Mr. Leone's Separation and General Release Agreement is qualified in its entirety by the full text of such Agreement, a copy of which is filed herewith as Exhibit 10.1 and is hereby incorporated herein by reference. As a result of this and certain other organizational changes, the Company expects to record a charge of approximately $4.1 million in the fourth quarter of 2005. This charge was not included in previous guidance issued by the Company. Cambrex is also reporting under Item 1.01 that in conjunction with Mr. James A. Mack's election as Acting President and Chief Executive Officer of Cambrex, as disclosed in Item 5.02 below, Mr. Mack will receive annual compensation in the amount of $240,000, payable at a monthly rate of $20,000 per month. The Company and Mr. Mack previously had in effect a Consulting Agreement and an Additional Retirement Payment Agreement under which he will receive an aggregate payment of $100,000 per year during his lifetime. Payments under these agreements will be suspended during the period of Mr. Mack's renewed service with the Company. ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT Cambrex is reporting under Item 1.02 that in conjunction with (i) Mr. Leone's resignation and termination of employment from the Company and resignation from the Company's Board of Directors, as disclosed in Item 5.02, below, and entry into the Separation and General Release Agreement disclosed in Item 1.01, above, the Leone Employment Agreement was simultaneously terminated. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. Cambrex is reporting under Item 5.02(b) that on December 31, 2005, Mr. Leone resigned as President and Chief Executive Officer and Member of the Board of Directors and his employment has been terminated, effective January 15, 2006. As disclosed in Items 1.01 and 1.02, above in conjunction with Mr. Leone's departure from the Company and the Board of Directors, the Company entered a Separation and General Release Agreement with Mr. Leone (See Exhibit 10.1 hereof) and Mr. Leone's previously disclosed Employment Agreement was simultaneously terminated. Cambrex is reporting under Item 5.02(c) that effective December 31, 2005 Mr. James A. Mack, age 67, rejoined the Company when he was appointed by the Board of Directors of Cambrex to the positions of Acting President and Chief Executive Officer of Cambrex. Mr. Mack had retired as President and Chief Executive Officer, a position he held since April 1995, and became Executive Chairman of the Cambrex Board of Directors in August 2004 until April 2005 when he became Chairman of the Board. Mr. Mack remains Chairman of the Board of Directors of Cambrex. Mr. Mack has been a Director of the Cambrex Board of Directors since joining the Company in 1990 and was appointed Chairman of the Board of Directors in October 1999. Prior thereto, Mr. Mack was President and Chief Operating Officer of the Company since February 1990. Mr. Mack is a Member of the Board of Trustees of the Michigan Tech Alumni Fund and serves on the Board of Directors of Research Corporation Technologies Inc. No arrangement or understanding exists between Mr. Mack and any other person or persons pursuant to which he was elected as a director. There are no transactions to which the registrant is a party and in which Mr. Mack or any member of his immediate family had an interest that are required to be disclosed under Item 404(a) of Regulation S-K. A copy of the press release announcing Mr. Leone's resignation and termination of employment from the Company and resignation from the Board of Directors and Mr. Mack's election to the positions of Acting President and Chief Executive Officer is attached as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS (10) MATERIAL CONTRACTS EXHIBIT 10.1 - John R. Leone Separation and General Release Agreement EXHIBIT 10.2 - John R. Leone Offer of Employment Letter (incorporated by reference from Exhibit 10.1 to the Cambrex Corporation Current Report on Form 8-K dated August 26, 2004. EXHIBIT 10.3 - John R. Leone Employment Agreement (incorporated by reference from Exhibit 10.2 to the Cambrex Corporation Current Report on Form 8-K dated August 26, 2004. (99.1) OTHER EXHIBITS EXHIBIT 99.1 - Press release issued by Cambrex Corporation dated January 4, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. CAMBREX CORPORATION Date: January 4, 2006 By: /s/ Peter E. Thauer ------------------------------------ Name: Peter E. Thauer Title: Senior Vice President, General Counsel and Corporate Secretary EXHIBIT INDEX EXHIBIT 10.1 - John R. Leone Separation and General Release Agreement EXHIBIT 10.2 - John R. Leone Offer of Employment Letter (incorporated by reference from Exhibit 10.1 to the Cambrex Corporation Current Report on Form 8-K dated August 26, 2004) EXHIBIT 10.3 - John R. Leone Employment Agreement (incorporated by reference from Exhibit 10.2 to the Cambrex Corporation Current Report on Form 8-K dated August 26, 2004) EXHIBIT 99.1 - Press release issued by Cambrex Corporation dated January 4, 2006 EX-10.1 2 y16260exv10w1.txt SEPARATION AND GENERAL RELEASE AGREEMENT Exhibit 10.1 +/- SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (this "Agreement") is made as of this 31st day of December, 2005, by and between Cambrex Corporation (the "Company") and John R. Leone ("Executive," and together with the Company, the "Parties"). Capitalized terms used and not otherwise defined herein shall have the meaning given such terms in the Executive Employment Agreement (as defined below). RECITALS WHEREAS, Executive is employed by the Company under terms set forth in that certain letter agreement dated July 22, 2004 (the "Executive Employment Agreement"); WHEREAS, the Parties mutually desire to terminate the Executive's employment with the Company and its affiliates and, accordingly, Executive's employment with the Company and its affiliates will cease (the "Separation") effective on December 31, 2005 (the "Separation Date"); WHEREAS, the Parties desire to enter into this Agreement in order to establish, for their mutual benefit, an amicable and certain Separation under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants, commitments and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties intending to be legally bound hereby agree as follows: 1. ACKNOWLEDGMENT OF SEPARATION. The Parties acknowledge and agree that the Separation shall be effective as of the Separation Date. 2. RESIGNATION OF OFFICES AND BOARD MEMBERSHIPS. Because of a substantial change in Executive's responsibilities from those in existence on Executive's date of hire, effective as of the Separation Date, Executive shall, and hereby does, resign from (i) his positions as President and Chief Executive Officer of the Company, (ii) his position as member of the Company's Board of Directors and (iii) any and all other offices which he holds at, or as representative of, the Company or any of its affiliates. Executive's resignation is by mutual agreement between the Executive and the Company and is deemed a voluntary termination for good reason (change in the Executive's responsibilities, authorities or functions) and not for cause. 3. EXECUTIVE'S ACKNOWLEDGMENT OF CONSIDERATION. Executive specifically acknowledges and agrees that certain of the obligations created and payments made to him by the Company under this Agreement are promises and payments to which he is not otherwise entitled under any law or contract. 4. COMPANY COMMITMENTS TO EXECUTIVE. Provided that Executive executes and does not revoke the release and waiver as set forth in Section 5 below: (a) Company Options. All outstanding options to acquire Company stock held by Executive on the date hereof are vested and shall remain subject to the terms and conditions of the applicable award agreements and equity plans related to such options. Pursuant to the award agreement dated August 23, 2004, the options granted thereunder shall be exercisable until the Expiration Date set forth therein. (b) "Make-Whole" Restricted Stock. Executive has as of the date hereof vested in 12,803 shares of Company restricted stock and shall continue to vest in a further 25,607 unvested shares of Company restricted stock granted pursuant to the Executive Employment Agreement to compensate Executive for the value of his forfeited "in the money" options from his previous employer, 50% of which shall vest on July 22, 2006 and the balance of which shall vest on July 22, 2007. (c) Additional Restricted Stock. Executive has as of the date hereof vested in 18,263 shares of Company restricted stock and shall continue to vest in the 54,788 unvested shares of Company restricted stock granted pursuant to the Executive Employment Agreement to compensate Executive for the value of his forfeited pension from his previous employment, 33.33% of which shall vest on each of July 22, 2006, July 22, 2007 and July 22, 2008. (d) Severance Benefits. For the 24 month period commencing January 1, 2006 (the "Severance Period"), the Company shall make monthly severance payments to Executive in an amount equal to One Hundred One Thousand Eight Hundred Twenty Three ($101,823); provided that these severance payments shall cease if Executive secures Comparable Employment during the Severance Period, it being understood and agreed that Executive shall not be required to actively pursue employment during the Severance Period and Executive shall not have an obligation to mitigate any payments made by the Company during the Severance Period. For purposes of this Agreement Comparable Employment shall mean employment at a total compensation package including benefits provided to Executive under this Agreement, provided that if Executive accepts employment which is not Comparable Employment, Company shall pay Executive the difference between the severance payments set forth herein and Executive's compensation during the Severance Period. (e) Continued Benefits. During the Severance Period, the Company shall continue to provide Executive eligible benefits on the same terms and conditions applicable to senior executives of the Company, such eligible benefits to consist of COBRA coverage for a period of no more than 18 months, life insurance for a period not greater than 12 months, and accidental death and dismemberment insurance for a period not great than 6 months, provided that Executive shall contribute to the costs of such coverages consistent with contributions made by other senior executives of the Company and further provided that such coverage shall cease if Executive becomes eligible to receive medical coverage from any subsequent employment. (f) Liability Coverage. The Company's Directors and Officers liability coverage will continue after the Effective Date in accordance with its terms. (g) Current Bonus. Executive will be eligible to receive a bonus for 2005 under the Company's Performance Incentive Plan in accordance with the terms of the Plan as awarded by the Company's Compensation Committee. CONFIDENTIAL INFORMATION; NON-SOLICITATION; NON-DISPARAGEMENT. (e) Confidential Information. Executive acknowledges that the information, observations and data obtained by him concerning the business and affairs of the Company and its affiliates during the course of his employment with the Company, is the property of the Company and/or its affiliates. Executive agrees that he will not disclose to any unauthorized person or use for his own account any of such information, observations or data which is of a confidential or proprietary nature ("Confidential Information") without the Company's written consent, unless, and to the extent that, (i) the aforementioned matters become generally known to and available for use by the public other than as a result of Executive's acts or omissions to act, or (ii) he is required to do so by order of a court of competent jurisdiction (by subpoena or similar process), in which event Executive shall notify the Company immediately upon receipt of such legal process, and thereafter reasonably cooperate with the Company in connection with any action by the Company to limit or suppress such disclosure. (f) No Disparaging Remarks. Executive hereby covenants to each of the Releasees (as defined below) and agrees that he shall not, directly or indirectly, make any statement that disparages any of the Releasees, or any of their services, businesses or activities. 5. GENERAL RELEASE AND WAIVER. (a) General Release. Effective as of the Separation Date, Executive, for and on behalf of himself and each of his heirs, executors, administrators, personal representatives, successors and assigns, hereby acknowledges full and complete satisfaction of and fully and forever releases, acquits and discharges the Company and each of its affiliates, together with their subsidiaries, parents and affiliates, and each of their past and present direct and indirect stockholders, directors, members, partners, officers, employees, attorneys, agents and representatives, and their heirs, executors, administrators, personal representatives, successors and assigns (collectively, the "Releasees"), from any and all claims, demands, suits, causes of action, liabilities, obligations, judgments, orders, debts, liens, contracts, agreements, covenants and causes of action of every kind and nature, whether known or unknown, suspected or unsuspected, concealed or hidden, vested or contingent, in law or equity, existing by statute, common law, contract or otherwise, which have existed, may exist or do exist, through and including the execution and delivery by Executive of this Agreement (but not including any claim set forth in Section 5(b)), including, without limitation, any of the foregoing arising out of or in any way related to or based upon: (i) Executive's application for and employment with the Company, his being an officer or employee of the Company, or the Separation; (ii) any and all claims in tort or contract, and any and all claims alleging breach of an express or implied, or oral or written, contract, policy manual or employee handbook; (iii) any alleged misrepresentation, defamation, interference with contract, intentional or negligent infliction of emotional distress, sexual harassment, negligence or wrongful discharge; or (iv) any federal, state or local statute, ordinance or regulation, including but not limited to the Age Discrimination in Employment Act of 1987, as amended (the "ADEA"). (b) Excluded Claims. Notwithstanding anything herein to the contrary, the Parties agree that the general release and waiver set forth in Section 5(a) shall not apply to any claim of Executive arising from or relating to: (i) Executive's rights under this Agreement; (ii) Any claim Executive may have for indemnity for actions taken in his capacity as an officer or director of the Company; (iii) Executive's rights to accrued but unpaid annual salary and any bonus payments awarded by the Company's Compensation Committee at its meeting in January 2006; or (iv) Executive's rights for vested benefits under any tax-qualified retirement plan of the Company or to continued health benefits mandated by law. (c) Acknowledgment of Waiver. Executive acknowledges and agrees that he is waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Releasees of any kind whatsoever, including, without limitation, reinstatement, back pay, front pay, attorneys' fees and any form of injunctive relief. Executive understands and intends that this Section 5 constitutes a general release of all claims except as otherwise provided in Sections 5(a) and 5(b) above, and that no reference therein to a specific form of claim, statute or type of relief is intended to limit the scope of such general release and waiver. Executive expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Executive understands the significance of his release of unknown claims and his waiver of statutory protection against a release of unknown claims. Executive agrees that he will not be entitled to or accept any benefit from any claim or proceeding within the scope of this Agreement that is filed or instigated by him or on his behalf with any agency, court or other government entity. (d) Company's Release. Effective as of the Separation Date, the Company hereby acknowledges full and complete satisfaction of and fully and forever releases, acquits and discharges the Executive from any and all claims, demands, suits, causes of action, liabilities, obligations, judgments, orders, debts, liens, contracts, agreements, covenants and causes of action of every kind and nature, whether known or unknown, suspected or unsuspected, concealed or hidden, vested or contingent, in law or equity, existing by statute, common law, contract or otherwise, which have existed, may exist or do exist, through and including the execution and delivery by Executive of this Agreement. Notwithstanding anything herein to the contrary, the Parties agree that the general release and waiver set forth in the preceding sentence shall not apply to any claim of the Company arising from or relating to: (i) the Company's rights under this Agreement; (ii) any debts or other amounts owed by Executive to the Company; (iii) any breach of fiduciary duty by Executive; (iv) any illegal or fraudulent action of Executive; or (v) any actions not disclosed to, or otherwise concealed from, the Company's Board of Directors. 6. EXECUTIVE'S REPRESENTATIONS AND COVENANTS REGARDING ACTIONS. Executive represents and warrants that at no time prior to or contemporaneous with his execution of this Agreement has he filed or caused or knowingly permitted the filing or maintenance, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency or other tribunal, any charge, claim or action of any kind, nature and character whatsoever ("Claim"), known or unknown, suspected or unsuspected, which he may now have or has ever had against the Releasees which is based in whole or in part on any matter referred to in Section 5(a) above; and, subject to the Company's performance under this Agreement, to the maximum extent permitted by law Executive is prohibited from filing or maintaining, or causing or knowingly permitting the filing or maintaining, of any such Claim in any such forum. Executive further covenants and agrees that he will not encourage any person, including but not limited to any current or former employee, officer, director or partner of the Company, to institute any Claim against the Releasees or any of them, and that except as expressly permitted by law or administrative policy or as required by legally enforceable order he will not aid or assist any such person in prosecuting such Claim. 7. ASSISTANCE, COOPERATION, FUTURE LITIGATION. (a) Executive's Business Assistance and Cooperation. Executive shall make himself reasonably available to assist and cooperate with the Company in connection with any internal and/or independent review of the Company's financial policies, procedures and activities in respect of all periods during which Executive was employed by the Company. (b) Executive's Litigation Assistance and Cooperation. Executive acknowledges and affirms his understanding that he may be a witness in litigation, arbitrations, government or other administrative proceedings involving the Company and/or the other Releasees. Executive hereby covenants and agrees to testify truthfully in any and all such litigation, arbitrations, government or administrative proceedings. Executive further covenants and agrees, upon prior notice and for no further compensation, to make himself reasonably available to and otherwise reasonably assist and cooperate with the Company and/or such other Releasees and with its or their respective attorneys and advisors in connection with any such litigation or administrative proceeding. The Company will make all reasonable efforts to insure that such assistance and cooperation will not materially interfere with Executive's employment and business responsibilities. Executive shall be entitled to reimbursement of any reasonable pre-approved out-of-pocket expenses for travel, lodging, meals and other transportation incurred by him in relation to any cooperation supplied by Executive as described in this Section 8 and after the Severance Period Executive may receive reasonable compensation for his cooperation under this Section 8. 8. RETURN OF CORPORATE PROPERTY. Upon his Separation, Executive hereby covenants and agrees to immediately return all documents, keys, credit cards (without further use thereof), and all other items which are the property of the Company and/or which contain Confidential Information; and, in the case of documents, to return any and all materials of any kind and in whatever medium evidenced, including, without limitation, all hard disk drive data, diskettes, microfiche, photographs, negatives, blueprints, printed materials, tape recordings and videotapes. 9. DISPUTES. Except as set forth in this Section 10, any dispute, claim or difference arising out of this Agreement will be settled exclusively by binding arbitration in accordance with the rules of the Federal Mediation and Conciliation Service ("FMCS"). The arbitration will be held in the City of New York unless Executive and the Company mutually agree otherwise. Nothing contained in this Section 10 will be construed to limit or preclude a Party from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Each Party shall bear its own costs and fees of the arbitration, and the fees and expenses of the arbitrator will be borne equally by the parties; provided, however, that the arbitrator shall be empowered to require any one or more of the Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the ruling of the arbitrator entered in any court having jurisdiction thereof. All aspects of the arbitration shall be considered confidential and shall not be disseminated by any Party with the exception of the ability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, upon request, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with the exception of its subpoena by a court of competent jurisdiction in an unrelated proceeding brought by a third party. 10. REMEDIES. Executive hereby acknowledges and affirms that in the event of any breach by Executive of any of his covenants, agreements and obligations hereunder, monetary damages would be inadequate to compensate the Releasees or any of them. Accordingly, in addition to other remedies which may be available to the Releasees hereunder or otherwise at law or in equity, and notwithstanding the provisions of Section 9, any Releasee shall be entitled to specifically enforce such covenants, obligations and restrictions through injunctive and/or equitable relief, in each case without the posting of any bond or other security with respect thereto. Should any provision hereof be adjudged to any extent invalid by any court or tribunal of competent jurisdiction, each provision shall be deemed modified to the minimum extent necessary to render it enforceable. 11. ACKNOWLEDGMENT OF VOLUNTARY AGREEMENT; ADEA COMPLIANCE. Executive acknowledges that he has entered into this Agreement freely and without coercion, that he has been advised by the Company to consult with counsel of his choice, that he has had adequate opportunity to so consult, and that he has been given all time periods required by law to consider this Agreement, including but not limited to the 21-day period required by the ADEA. Executive understands that he may execute this Agreement less than 21 days from its receipt from the Company, but agrees that such execution will represent his knowing waiver of such 21-day consideration period. Executive further acknowledges that within the 7-day period following his execution of this Agreement (the "Revocation Period") he shall have the unilateral right to revoke this Agreement, and that the Company's obligations hereunder shall become effective only upon the expiration of the Revocation Period without Executive's revocation hereof. In order to be effective, notice of Executive's revocation of this Agreement must be received by the Company on or before the last day of the Revocation Period. 12. COMPLETE AGREEMENT; INCONSISTENCIES. This Agreement constitutes the complete and entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes in its entirety any and all prior understandings, commitments, obligations and/or agreements, whether written or oral, with respect thereto; it being understood and agreed that this Agreement, including the mutual covenants, agreements, acknowledgments and affirmations contained herein, is intended to constitute a complete settlement and resolution of all matters set forth in Section 5 hereof. Executive further agrees that the Executive Employment Agreement and the Employment Agreement dated as of August 23, 2004 are both hereby terminated and of no further force or effect. 13. NO STRICT CONSTRUCTION. The language used in this Agreement shall be deemed to be the language mutually chosen by the Parties to reflect their mutual intent, and no doctrine of strict construction shall be applied against any Party. 14. TAX WITHHOLDINGS. Notwithstanding any other provision herein, the Company shall be entitled to withhold from any amounts otherwise payable hereunder to Executive any amounts required to be withheld in respect of federal, state or local taxes. 15. GOVERNING LAW. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application hereto of the laws of any jurisdiction other than the State of New York. 16. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall otherwise remain in full force and effect. 17. COUNTERPARTS. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. It is not necessary that the Company sign this Agreement for it to become binding upon the Company and Executive. 18. SUCCESSORS AND ASSIGNS. The Parties' obligations hereunder shall be binding upon their successors and assigns. The Parties' rights and the rights of the other Releasees shall inure to the benefit of, and be enforceable by, any of the Parties' and Releasees' respective successors and assigns. In the event of Executive's death during the Severance Period any sums payable hereunder shall be payable to the Executive's wife or designated heirs as may be appropriate. The Company may assign all rights and obligations of this Agreement to any successor in interest to the assets of the Company. In the event that the Company is dissolved, all obligations of the Company under this Agreement shall be provided for in accordance with applicable law. 19. AMENDMENTS AND WAIVERS. No amendment to or waiver of this Agreement or any of its terms shall be binding upon any Party unless consented to in writing by such Party. 20. HEADINGS. The headings of the Sections and subsections hereof are for purposes of convenience only, and shall not be deemed to amend, modify, expand, limit or in any way affect the meaning of any of the provisions hereof. IN WITNESS WHEREOF, the Parties have executed this Separation and General Release Agreement effective as of the date of the first set forth above. * * * * * * * * READ CAREFULLY BEFORE SIGNING I have read this Separation and General Release Agreement and have had the opportunity to consult legal counsel prior to my signing of this Agreement. I understand that by executing this Agreement I will relinquish any right or demand I may have against the Releasees or any of them. DATED: January 4, 2006 By: /s/ ------------------------------------ John R. Leone Subscribed and Sworn To Before Me at __________________, [state] This ___ day of _________________, 2006 - ------------------------------------- Notary Public SEAL My Commission expires:_______________ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * DATED: January 4, 2006 By: /s/ ------------------------------------ Cambrex Corporation By: James A. Mack Its: Acting President & Chief Executive officer Subscribed and Sworn To Before Me at __________________, [state] This ___ day of _________________, 2006 - ------------------------------------- Notary Public SEAL My Commission expires:_______________ EX-99.1 3 y16260exv99w1.txt PRESS RELEASE Exhibit 99.1 (CAMBREX LOGO) Innovation. Experience. Performance. NEWS RELEASE Date: January 4, 2006 Contact: Anne-Marie Hess Sr. Director, Investor Relations & Corporate Communications Phone: 201-804-3062 Email: annemarie.hess@cambrex.com Release: Immediate CAMBREX REVISES STRATEGIC DIRECTION AND ANNOUNCES SENIOR MANAGEMENT TRANSITION PLAN East Rutherford, NJ - January 4, 2006 - Cambrex Corporation (NYSE: CBM) announced today that its Board of Directors has decided to discontinue the Company's acquisition program aimed at transforming Cambrex into a specialty therapeutics enterprise due to the increasing cost to acquire companies in this sector coupled with the risk of achieving an appropriate return on investment. In order to maximize shareholder value, the Company will concentrate its resources going forward on the Bioproducts segment and capitalize on its leadership positions in cell biology, molecular biology, rapid microbial testing and cell therapy manufacturing. The Human Health and Biopharma segments will continue to be allocated the appropriate resources necessary to maintain their market positions. As a result of this change in strategy, it was mutually agreed that John R. Leone, President and Chief Executive Officer will leave the Company effective January 15, 2006. Mr. Leone joined Cambrex in August 2004 for the purpose of leading the Company's entry into the specialty therapeutics market. James A. Mack, Chairman of the Cambrex Board of Directors, will serve as acting President and Chief Executive Officer. The Company also intends to retain an investment banker to examine strategic alternatives including the potential sale of certain assets. Any proceeds from an asset sale may be used to support further growth in Bioproducts, pay down debt, repurchase Cambrex stock or make complementary strategic acquisitions in all segments. The Company will provide future updates on its progress on this initiative as appropriate. FORWARD LOOKING STATEMENTS This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under The Securities Exchange Act of 1934, including, without limitation, statements regarding expected performance, especially expectations with respect to sales, research and development expenditures, earnings per share, capital expenditures, acquisitions, divestitures, collaborations, or other expansion opportunities. These statements may be identified by the fact that words Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073 Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com such as "expects", "anticipates", "intends", "estimates", "believes" or similar expressions are used in connection with any discussion of future financial and operating performance. The forward-looking statements contained herein are based on current plans and expectations and involve risks and uncertainties that could cause actual outcomes and results to differ materially from current expectations including but not limited to, global economic trends, pharmaceutical outsourcing trends, competitive pricing or product developments, government legislation and/or regulations (particularly environmental issues), tax rate, technology, manufacturing and legal issues, changes in foreign exchange rates, performance of minority investments, un-collectable receivables, loss on disposition of assets, cancellation or delays in renewal of contracts, lack of suitable raw materials or packaging materials, the possibility that the value of the acquisition of PermaDerm(R) may not be realized or that our plans to obtain a Humanitarian Device Exemption, complete clinical trials and to commercialize PermaDerm(R) in the United States may not be successful, and the Company's ability to receive regulatory approvals for its products. For further details and a discussion of these and other risks and uncertainties, investors are cautioned to review the latest Cambrex Annual Report on Form 10-K, including the Forward-Looking Statement section therein, and other filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. ABOUT CAMBREX Cambrex is a global, diversified life sciences company dedicated to providing products and services to accelerate and improve the discovery and commercialization of human therapeutics. The Company employs approximately 1900 worldwide. For more information, please visit http://www.cambrex.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----