KV PHARMACEUTICAL CO /DE/
<DOCUMENT>
<TYPE>EX-10.(B)
<SEQUENCE>3
<FILENAME>exh10pb.txt
<TEXT>
<PAGE>

                                                                 Exhibit 10(b)

                                 [KV logo]
                         K-V PHARMACEUTICAL COMPANY
             EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT

     This Agreement ("Agreement") is entered into on         May 2         ,
                                                     ----------------------
19  90  , between    David Hermelin      ("Employee") and K-V PHARMACEUTICAL
  ------          ----------------------
COMPANY, a Delaware corporation ("KV").

     In consideration of Employee's employment or continued employment by KV
and other valuable consideration, the receipt and sufficiency of which are
acknowledged, Employee agrees as follows:

     1. AFFILIATES. KV has or may in the future have one or more
subsidiaries and/or affiliated companies (collectively referred to in the
remainder of this Agreement as the "Companies"). From time to time, KV and
the Companies may exchange or use facilities, technology and/or Confidential
Information (as that term is defined below) of the other. The covenants in
this Agreement are for the benefit and protection of KV and the Companies.

     2. NATURE OF EMPLOYMENT. Employee is hereby employed by KV in the
position of   Manager, Business Development    . Employee acknowledges and
            -----------------------------------
agrees that his/her job title and/or responsibilities may change from time
to time. Employee further agrees that, at all times, (s)he shall devote
his/her full time and best efforts to performing all duties reasonably
assigned by KV.

     3. COMPENSATION. As compensation for Employee's services to KV,
Employee shall receive a base salary at the rate of   Fifty-five Thousand
                                                   ------------------------
Dollars ($  55,000       ) per year, payable at such intervals as KV pays
          ---------------
its other employees. In addition, Employee shall be entitled to participate
in the fringe benefits normally provided to other KV employees at comparable
employment levels. Employee's compensation shall be subject to KV's normal
compensation review.

     4. TERM. The initial term of this Agreement shall begin on    May 2   ,
                                                                -----------
19 90 , and continue until  March 31      , 19 91 , unless terminated sooner
  ----                     ---------------    ----
in accordance with paragraph 5 of this Agreement. If not terminated sooner
under paragraph 5 hereof, this Agreement shall automatically renew for
successive one (1) year periods unless and until either party terminates
this Agreement pursuant to the provisions of paragraph 5. Termination of
this Agreement by either party, for any reason, shall in no manner affect
the covenants contained in paragraphs 6-11 of this Agreement.

     5. TERMINATION. Either party may terminate this Agreement, for any
reason, by giving the other party thirty (30) calendar day's advance
written notice. KV may, at its sole discretion, elect to pay Employee in
lieu of having Employee continue to work during the notice period. If KV
exercises this right and option, it shall pay Employee, on KV's regularly
scheduled paydays and in accordance with KV's regular pay practices, either:
(A) Employee's regular wages for a period of thirty (30) calendar days or
(B) one-half (1/2) of Employee's regular wages for a period of sixty (60)
calendar days. KV reserves the right to cease the payment(s) described
above if, in KV's reasonable determination, Employee breaches this Agreement
during the period of such payments. Notwithstanding the foregoing, KV may
terminate this Agreement without prior written notice to Employee or any
continuing compensation obligations if, in KV's reasonable determination,
Employee has breached this Agreement or Employee's continued employment is
detrimental to KV's best interests. By way of example, but not limitation,
Employee's continued employment will be deemed detrimental to KV's best
interests if Employee has engaged in dishonesty, disloyalty, failure to
perform his/her duties to KV or any act which may be harmful to the
reputation of KV and/or the Companies.

     6. CONFIDENTIAL INFORMATION. In the course of performing his/her
responsibilities as an employee of KV, Employee has or may come into
possession of technical, financial or business information pertaining to KV
and/or the Companies which is not published or readily available to the
public, including, but not limited to, trade secrets, techniques, designs,
formulae, methods, processes, devices, machinery, equipment, inventions,
research and development projects, programs, plans and data, clinical projects
and data, plans for future developments, marketing concepts and plans,
pricing information, licensing agreements, and lists of or other information
pertaining to and/or received from employees, customers and/or suppliers
("Confidential Information"). Employee acknowledges that the Confidential
Information is important to and greatly affects the success of KV and the
Companies in a competitive, worldwide marketplace. Employee further agrees
that while employed by KV and at all times thereafter, regardless of how,
when and why that employment ends, Employee shall hold in the strictest
confidence, and shall not disclose, duplicate and/or use for himself/herself
or any other person or entity any Confidential Information without: (A) the
prior written consent of an officer of KV, or (B) unless required to do
so in order to perform his/her responsibilities while employed by KV.

     7. PUBLICATION. Employee agrees not to publish or cause or permit to be
published any article, oral presentation or material related to KV and/or the
Companies, including any information related to any products or proposed
products, without obtaining the prior written consent of an officer of KV.



     8. NO OTHER CONTRACT. Except as listed below, Employee warrants that
(s)he is not bound by the terms of any other agreement, oral or written,
which would limit or preclude him/her from disclosing to KV and/or the
Companies any idea, invention, discovery or other information pertaining or
related to Employee's responsibilities as an employee of KV. Employee agrees
to promptly provide KV with a copy of any and all agreements listed below.
Employee further agrees not to disclose to KV or the Companies, or to seek
to induce KV or the Companies to use any confidential information, material
or trade secrets belonging to any other person or entity.

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     9. RIGHT TO WORK PRODUCT. Any and all designs, inventions, discoveries,
improvements, specifications, technical data, reports, business plans and
other embodiments of Employee's work conceived, made, discovered and/or
produced by Employee during the period of his/her employment by KV, either
solely or jointly with others: (A) in the course of performing his/her
duties for KV, (B) which are based, in whole or part, upon Confidential
Information, the resources, supplies, facilities or business, technical or
financial information of KV and/or the Companies, or (C) which relate to the
business or the anticipated research and development of KV, the Companies or
both ("Work Product"), shall be the sole property of KV and available to KV
at all times. Employee agrees to promptly disclose and assign and hereby
assigns to KV, without royalty or other additional consideration, any and
all of Employee's proprietary rights to any and all Work Product. Employee
further agrees that during his/her employment by KV and after that
employment ends, regardless of how, when and why, (s)he shall, upon KV's
request: (A) execute any and all applications for copyright and/or patent of
Work Product which may be prepared for his/her signature, (B) assign to KV
any and all such applications, copyrights and patents relating thereto, and
(C) assist KV, as KV deems necessary, in order for KV to apply for, defend
or enforce any copyright or patent. KV shall pay all expenses of preparing,
filing and prosecuting any such application and of obtaining such copyrights
and patents. In the event Employee is not employed by KV at the time any
request for assistance is made by KV, KV shall pay Employee a reasonable
payment for Employee's time and shall schedule any needed assistance so as
to not to interfere with Employee's then current employment and obligations.

     10. RETURN OF PROPERTY. Upon the termination of Employee's employment
with KV, regardless of how, when and why that employment ends, Employee
shall immediately deliver to KV all property of KV and all property of the
Companies, including, but not limited to, all records and documents (including
all copies) containing or relating to Confidential Information.

     11. RESTRICTIVE COVENANTS. The parties acknowledge and agree that at the
time this Agreement was entered, the business of KV and the Companies
included, but was not limited to, the contract or private label manufacture
for other marketers or distributors of pharmaceutical preparations or
specialty chemicals, and the research, development, manufacture, sale and
distribution of drug delivery products and technology. Employee agrees that
during the thirty-six (36) consecutive months immediately following
termination of Employee's employment with KV, regardless of how, when or why
that employment ends, Employee shall not in any manner or in any capacity,
directly or indirectly, for himself/herself or any other person or entity,
actually or attempt:

     (A) to perform any of the same or similar responsibilities as Employee
         performed for KV under this Agreement, on behalf of or for any
         business that engages in the same or similar business as:
            (i)  KV anywhere KV has conducted business, or
            (ii) the Companies anywhere the Companies have conducted business
                 during the twenty-four (24) months immediately preceding
                 termination of employment; or

     (B) to interfere with or take away:
            (i)  any customer of KV that has conducted business with KV, or
            (ii) any customer of the Companies that has conducted business with
                 the Companies during the twenty-four (24) months immediately
                 preceding termination of employment; or

     (C) to interfere with any other suppliers of KV and/or the Companies,
         including, without limitation, reducing in any material way the
         willingness or capability of any supplier to continue supplying
         KV with its and/or the Companies with their present or contemplated
         requirements; or

     (D) to solicit or interfere with the relationship between KV and any of
         its employees or agents, and/or the Companies and any of their
         employees or agents; or

     (E) to acquire any interest in any business that engages in the same or
         similar business as:
            (i)  KV anywhere KV has conducted business, or
            (ii) the Companies anywhere the Companies have conducted business
                 during the twenty-four (24) months immediately preceding
                 termination of employment.

Employee further agrees that (s)he shall not engage in any of the activities
listed above while (s)he is employed by KV.


     Employee acknowledges and agrees that his/her experience, knowledge and
capabilities are such that (s)he can obtain employment in unrelated
pharmaceutical, chemical, food, industrial, household, confectionery or other
businesses, and that the enforcement of this paragraph 11 by way of injunction
would not prevent Employee from earning a livelihood. Employee further agrees
that if (s)he has any question(s) regarding the scope of activities restricted
by this paragraph 11, (s)he shall, to avoid confusion or misunderstanding,
submit the question(s) in writing to an officer of KV for a written response
by KV. Employee additionally agrees to keep KV advised of the identity of
his/her employer and his/her work location during the period covered by this
paragraph 11.

     12. INVESTMENT SECURITIES. Anything to the contrary notwithstanding,
nothing in this Agreement shall limit the right of Employee as an investor
to hold or to acquire the stock or other investment securities of any
business entity that is registered on a national securities exchange or
regularly traded on a generally recognized over-the-counter market, so long
as Employee's interest of any such business entity does not exceed five
percent (5%) of the ownership of that business entity.

     13. MATERIAL BREACH. Any breach of this Agreement shall be a material
breach of this Agreement.

     14. EMPLOYEE CONSENT. In order to preserve the rights under this
Agreement of KV and the Companies, KV and/or the Companies may advise any
third party with whom Employee may consider, establish or contract a
relationship of the existence of this Agreement and of its terms. KV and the
Companies shall have no liability for so acting.

     15. CONTROLLING LAW. This Agreement shall be construed in accordance with
the laws of the State of Missouri. The parties agree that any controversy
arising with respect to this Agreement shall fall under the exclusive
jurisdiction of the Circuit Court of the County of St. Louis, Missouri,
and each party hereby consents to the jurisdiction of that court.

     16. REMEDIES. Employee agrees that the promises in this Agreement are
reasonable and necessary to protect the legitimate business interests of KV
and the Companies, that any violation by Employee of any of the promises in
this Agreement would result in great damage and irreparable injury to KV
and/or the Companies, and that KV and/or the Companies have the right to
any and all legal and/or equitable remedies available for breach of this
Agreement. Employee further agrees that enforcement by KV and/or the Companies
of the promises contained in this Agreement by way of injunction would not
prevent Employee from making a living.

     17. SEVERABILITY. In the event any whole or partial provision in this
Agreement is deemed unenforceable, it shall not invalidate the remaining
whole or partial provisions of this Agreement. In addition, the parties
have attempted to limit Employee's right to compete only to the extent
necessary to protect KV from unfair competition. Consequently, the parties
further agree that if any whole or partial restrictive covenant in this
Agreement is deemed unenforceable because overly broad in geographic scope,
activity or time duration, that provision shall be automatically modified
so as to be enforceable to the maximum extent reasonable.

     18. ASSIGNMENT. This Agreement is not assignable by Employee, and shall
be binding upon Employee and Employee's heirs, executors and legal and/or
personal representatives. This Agreement is assignable by KV, and shall
inure to the benefit of KV, its successors and assigns.

     19. NONWAIVER. Failure of KV and/or the Companies to exercise any of
its/their rights in the event Employee breaches any of the promises in this
Agreement shall not be construed as a waiver of such a breach or prevent
KV and/or the Companies from later enforcing strict compliance with the
promises in this Agreement.

     20. MODIFICATION. This Agreement contains the parties' complete
agreement, and supersedes any other agreement, oral or written, pertaining
to the subject matter of this Agreement. This Agreement may be altered,
amended or revoked at any time only by a writing signed by both parties.

     21. ACKNOWLEDGMENT. Employee agrees that: (A) (s)he fully understands
his/her right to discuss all aspects of this Agreement with legal or personal
advisors of his/her choice, (B) to the extent (s)he desired, (s)he has
done so, (C) (s)he has carefully read and fully understands all of the
provisions of this Agreement, and (D) (s)he has voluntarily entered into this
Agreement.

     IN WITNESS WHEREOF, Employee and KV have executed this Agreement on
the day and year first written above.

EMPLOYEE                              COMPANY


/s/ David S. Hermelin                 By /s/ Gerald R. Mitchell
----------------------------------      ------------------------------------

                                      Title   VP, Finance
                                           ---------------------------------
                                               KV Pharmaceutical Company







                         KV PHARMACEUTICAL COMPANY
                            EMPLOYMENT AGREEMENT

     THIS AGREEMENT ("Agreement") is entered into effective   November 18   ,
                                                            ----------------
1996, between DAVID S. HERMELIN ("Employee") and KV PHARMACEUTICAL COMPANY,
   -
a Delaware corporation ("KV").

     In consideration of Employee's employment or continued employment by KV
and other valuable consideration, the receipt and sufficiency of which are
acknowledged, Employee agrees as follows:

     1.  AFFILIATES.  KV has or may in the future have one or more subsidiaries
and/or affiliated companies (collectively referred to in the remainder of
this Agreement as the "Companies"). From time to time, KV and the Companies
may exchange or use facilities, technology and/or Confidential Information
(as that term is defined below) of the other. The covenants in this
Agreement are for the benefit and protection of KV and the Companies.

     2.  NATURE OF EMPLOYMENT. Employee is hereby employed by KV in the
position of Vice President, Corporate Planning and Administration. Employee
shall be employed at KV's offices in St. Louis, Missouri or such other
location as shall be agreeable to KV and Employee. Employee acknowledges and
agrees that his job title and/or responsibilities may change from time to
time. Employee further agrees that, at all times, he shall devote his full
time and best efforts to performing all duties reasonably assigned by KV.

     3.  COMPENSATION. As compensation for Employee's services to KV,
Employee shall receive a base salary at the rate per year being paid to
Employee as of the effective date of the Agreement, payable at such
intervals as KV pays its other employees. In addition, Employee shall be
entitled to participate in the fringe benefits normally provided to the other
KV employees at comparable employment levels. Employee's compensation shall
be subject to annual review.

     4.  TERM. This Agreement shall be effective as of the date first set
forth above and continue until March 31, 2002, unless terminated sooner in
accordance with Paragraph 5 of this Agreement. If not terminated sooner
under Paragraph 5 hereof, this Agreement shall automatically renew for
successive twelve (12) month periods unless and until either party
terminates this Agreement pursuant to the provisions of Paragraph 5.
Termination of this Agreement by either party, for any reason, shall in no
manner affect the covenants contained in Paragraphs 6-11 of this Agreement.

     5.  TERMINATION.

     (A) VOLUNTARY. Employee may terminate this Agreement, for any reason,
by giving KV ninety (90) calendar days' advance written notice to KV's
Director, Human

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Resources. Employee agrees to remain on the job and at all times faithfully,
industriously and to the best of his ability, experience and talents,
perform all of the duties that have been required of him prior to Employee's
notice of termination, all to the reasonable satisfaction of KV. Employee
agrees that he will remain actively at work, as described above, during the
entire notice period unless he is released from all responsibilities prior
to the end of the notice period by the Board of Directors or the Chief
Executive Officer of KV. Employee agrees that if he should fail to fully
comply with the notice required by this subsection, and if he should fail
to fully comply with the requirement to remain on the job and faithfully and
to the best of his ability perform all of his duties, KV will incur
substantial damages as a direct result and that the amount of said damages
will be difficult to ascertain.

     If Employee decides to terminate his employment with KV, Employee shall
disclose Employee's decision to terminate to the Director, Human Resources,
of KV and shall not disclose such information to any other party (except
for a subsequent employer of Employee which has agreed to keep such
information confidential until KV has announced Employee's termination)
until such time as the Director, Human Resources of KV determines how and when
to announce Employee's termination.

     (B) INVOLUNTARY. KV may terminate this Agreement at any time and for any
reason.

     In the event of either voluntary or involuntary termination, except
termination for cause, KV shall provide Employee with twelve (12) months of
severance pay equal to no less than Employee's annual base salary, then in
effect under Paragraph 3 of this Agreement, less usual withholdings
and offset by compensation Employee receives from other full-time, non-
temporary employment. This severance package shall be paid in twelve (12) equal
monthly installments, each payment to be made on the last day of each of the
twelve (12) calendar months following the last date worked. Such monthly
payments shall be reduced dollar for dollar by Employee's monthly compensation
payable from another employer for full-time, non-temporary employment. In
addition, KV shall provide Employee at KV's expense, with medical, disability
and life insurance coverage and all other insurance coverage of the same or
similar types, and in the same or similar amounts as KV is providing to
Employee immediately prior to the last date worked. This continuation of
insurance coverage shall cease the earlier of eighteen (18) months after the
last date worked or at such time as Employee obtains other full-time,
non-temporary employment. In addition, as of the last date worked, all stock
options shall become immediately exercisable and shall remain exercisable until
the earlier of eighteen (18) months after the last date worked or at such
time as Employee obtains other full-time, non-temporary employment. Further,
any holding period of such options shall automatically be waived by KV.

     In consideration of the severance pay provided under this paragraph,
in the event of the cancellation, termination or expiration of the
Employment Agreement for any reason, Employee agrees to provide reasonable and
necessary services to assist KV in transition of

                                  2 of 11



responsibilities and ongoing continuity of his job function unless both KV
and Employee agree otherwise.

     KV may terminate this Agreement for cause and in such event Employee
shall not be entitled to any severance pay. The term "for cause" as used
herein shall mean (i) commission of a dishonest or criminal act in respect of
Employee's employment or conviction of a felony, or (ii) breach of trust or
gross negligence, or (iii) willful refusal to perform duties imposed by this
Agreement which are legal and not improper, or (iv) Employee's violation of
Paragraph 7, 9, 10 or 11 of this Agreement, or (v) the continuing
neglect or failure of Employee to perform the duties reasonably assigned to
Employee by KV and after notice from KV of such neglect or failure,
Employee's failure to cure such neglect or failure. Any termination of this
Agreement by KV shall be effective only upon providing Employee with written
notice and advising Employee as to whether his termination is for cause.

     Employee acknowledges that the duties and obligations of Paragraphs 7, 9,
10, 11 and 12 shall survive the termination of his employment.

     6.  OFF-SITE EMPLOYMENT. Employee may elect to take a reduced annual rate
of pay of Fifty Thousand Dollars ($50,000) for up to a one (1) year period to
be agreed upon by KV and Employee so long as Employee provides continuity in
all areas of responsibility or in other areas requested by KV. During this
one (1) year period, KV shall keep in full force all benefits, including,
but not limited to, insurance coverage, pension plans, and stock option plans
provided to other employees. In the event of employee's termination during
this one (1) year period, employee shall continue to be entitled to the
severance pay provided under paragraphs 5 and 14 based on employee's
unreduced annual rate of pay under paragraph 3 as of the date employee elected
to take a reduced rate of pay under this paragraph. This one (1) year term
may be extended on an annual basis with the mutual agreement of KV and
Employee.

     7.  CONFIDENTIAL INFORMATION. In the course of performing responsibilities
as an employee of KV, Employee has or may come into possession of technical,
financial or business information pertaining to KV and/or the Companies
which is not published or readily available to the public, including, but
not limited to, trade secrets, techniques, designs, formulae, methods,
processes, devices, machinery, equipment, inventions, research and development
projects, programs, plans and data, clinical projects and data, plans for
future developments, marketing concepts and plans, pricing information,
licensing agreements and lists or other information pertaining to and/or
received from employees, customers and/or suppliers ("Confidential
Information"). Employee acknowledges that the Confidential Information is
important to and greatly affects the success of KV and the Companies in a
competitive, worldwide marketplace. Employee further agrees that while
employed by KV and at all times thereafter, regardless of how, when and why
that employment ends, Employee shall hold in the strictest confidence, and
shall not disclose, duplicate and/or use for himself or any other person
or entity any Confidential Information without: (A) the prior written consent
of an officer of KV, or (B) unless required to do so in order to perform
his responsibilities while employed by KV.

                                  3 of 11



     8.  PUBLICATION.  Employee agrees not to publish or cause or permit
to be published any article, oral presentation or material related to KV
and/or the Companies, including any information related to any products
or proposed products, without obtaining the prior written consent of an
officer of KV.

     9.  NO OTHER CONTRACT. Except as listed below, Employee warrants that he
is not bound by the terms of any other agreement, oral or written, which
would limit or preclude him from disclosing to KV and/or the Companies
any idea, invention, discovery or other information pertaining or related to
Employee's responsibilities as an employee of KV. Employee agrees to promptly
provide KV with a copy of any and all agreements listed below. Employee further
agrees not to disclose to KV or the Companies, or to seek to induce KV or
the Companies to use any confidential information, material or trade secrets
belonging to any other person or entity.

     10.  RIGHT TO WORK PRODUCT. Any and all designs, inventions, discoveries,
improvements, specifications, technical data, reports, business plans and
other embodiments of Employee's work conceived, made, discovered and/or
produced by Employee during the period of his employment by KV, either solely
or jointly with others: (A) in the course of performing his duties for KV,
(B) which are based, in whole or part, upon Confidential Information, the
resources, supplies, facilities or business, technical or financial
information of KV and/or the Companies, or (C) which relate to the business
or the anticipated research and development of KV, the Companies or both
("Work Product"), shall be the sole property of KV and available to KV at
all times. Employee agrees to promptly disclose and assign and hereby
assigns to KV, without royalty or other additional consideration, any and all
of Employee's proprietary rights to any and all Work Product. Employee further
agrees that during his employment by KV and after that employment ends,
regardless of how, when and why, he shall upon KV's request: (A) execute
any and all applications for copyright and/or patent of Work Product which
may be prepared for his signature, (B) assign to KV any and all such
applications, copyrights and patents relating thereto, and (C) assist KV, as
KV deems necessary, in order for KV to apply for, defend or enforce any
copyright or patent. KV shall pay all expenses of preparing, filing and
prosecuting any such application and of obtaining such copyrights and
patents. In the event Employee is not employed by KV at the time any
request for assistance is made by KV, KV shall pay Employee a reasonable
payment for Employee's time and shall schedule any needed assistance so as
to not interfere with Employee's then current employment and obligations.

     11.  RETURN OF PROPERTY. Upon the termination of Employee's employment
with KV, regardless of how, when and why that employment ends, Employee shall
immediately deliver to KV all property of KV and all property of the
Companies, including, but not limited to, all records and documents (including
all copies) containing or relating to Confidential Information.

     12.  RESTRICTIVE COVENANTS. The parties acknowledge and agree that
at the time this Agreement was entered, the business of KV and the Companies
included, but was not limited to, the contract or private label manufacture
for other marketers or distributors of

                                  4 of 11



pharmaceutical preparations or specialty chemicals, and the research,
development, manufacture, sale and distribution of drug delivery products
and technology. Employee agrees that during the thirty-six (36) consecutive
months immediately following termination of Employee's employment with KV,
regardless of how, when or why that employment ends, Employee shall not,
without prior authorization of KV, in any manner or in any capacity,
directly or indirectly, for himself or any other person or entity, actually
or attempt:

          (A)  to perform any of the same or similar responsibilities as
Employee performed for KV under this Agreement, on behalf of or for any
business that engages in the same business as KV:

               (i)  anywhere KV has conducted business; or

               (ii) anywhere the Companies have conducted business during
     the twenty-four (24) months immediately preceding termination of
     employment; or

          (B)  to interfere with or take away:

               (i)  any customer of KV that has conducted business with KV;

               (ii) any customer of the Companies that has conducted
business with the Companies during the twenty-four (24) months immediately
preceding termination of employment; or

          (C)  to interfere with any of the suppliers of KV and/or the
Companies, including, without limitation, reducing in any material way the
willingness or capability of any supplier to continue supplying KV with its
and/or the Companies with their present or contemplated requirements; or

          (D)  to solicit or interfere with the relationship between KV and
any of its employees or agents, and/or the Companies and any of their
employees or agents; or

          (E)  to acquire business that engages in the same business as KV:

               (i)  anywhere KV has conducted business; or

               (ii) anywhere the Companies have conducted business

during the twenty-four (24) months immediately preceding termination of
employment.

          Employee further agrees that he shall not engage in any of the
activities listed above while he is employed by KV.

                                  5 of 11



     This non-compete is not intended to prevent Employee from using his
general skills, knowledge and experience in strategic planning, the
administration, management and control of a company or in leveraging or
building a company through acquisitions, mergers, divestitures, etc. unless
such conduct has an actual, demonstrable and substantial detrimental effect
on KV or the Companies. Employee acknowledges and agrees that his
experience, knowledge and capabilities are such that he can obtain
employment in unrelated pharmaceutical, chemical, food, industrial, household,
confectionery or other businesses, and that the enforcement of this
Paragraph 12 by way of injunction would not prevent Employee from earning a
livelihood. Employee further agrees that if he has any questions regarding
the scope of activities restricted by this Paragraph 12, he shall, to avoid
confusion or misunderstanding, submit the question(s) in writing to an officer
of KV for a written response by KV. Employee additionally agrees to keep KV
advised of the identity of his employer and his work location during the
period covered by this paragraph.

     13.  INVESTMENT SECURITIES. Anything to the contrary notwithstanding,
nothing in this Agreement shall limit the right of Employee as an investor
to hold or to acquire the stock or other investment securities of any
business entity that is registered on a national securities exchange or
regularly traded on a generally recognized over-the-counter market, so long
as Employee's interest of any such business entity does not exceed five
percent (5%) of the ownership of that business entity, unless KV has given
prior consent.

     14.  CHANGE OF CONTROL.

     (A)  DEFINITION. For purposes of this Agreement, a "Change of Control"
of KV shall mean the occurrence of any one of the following events:

          (i)   any "person," as such term is used in Section 3(a)(9) and
     13(d) of the Securities Exchange Act of 1934, becomes a "beneficial
     owner," as such term is used in Rule 13d-3 promulgated under that Act,
     of twenty percent (20%) or more of the voting stock of KV;

          (ii)  the majority of the Board consists of individuals other than
     Incumbent Directors, which term means the members of the Board on the
     date of this Agreement; provided that any person becoming a director
     subsequent to such date whose election or nomination for election was
     supported by two-thirds (2/3) of the directors who then comprised the
     Incumbent Directors shall be considered to be an Incumbent Director;

          (iii) KV adopts any plan of liquidation providing for the
     distribution of all or substantially all of its assets;

          (iv) all or substantially all of the assets or business of KV is
     disposed of pursuant to a merger, consolidation or other transaction
     (unless the shareholders of KV immediately prior to such merger,
     consolidation or other transaction beneficially own,


                                  6 of 11



     directly or indirectly, in substantially the same proportion as they
     owned the voting stock of the company, all of the voting stock or other
     ownership interests of the entity or entities, if any, that succeed to
     the business of KV); or

          (v)  KV combines with another company and is the surviving
     corporation but, immediately after the combination, the shareholders
     of KV, immediately prior to the combination hold, direct or indirectly,
     fifty percent (50%) or less of the voting stock of the combined company
     (there being excluded from the number of shares held by such
     shareholders, but not from the voting stock of the combined company,
     any shares received by affiliates of such other company in exchange for
     stock of such other company).

     (B)  TERMINATION AFTER CHANGE IN CONTROL. In the event of a Change of
Control of KV, if (i) immediately preceding such Change of Control, Employee
was providing services under Paragraph 2, 5 or 6, and (ii) Employee's
employment in such capacity terminates within three (3) years after such
Change of Control ("Termination"), voluntarily or involuntarily, with or
without cause, for any reason whatsoever, except for the death or disability
of Employee, Employee shall be entitled to the benefits provided in
Paragraph 14(C). For purposes of this Paragraph 14, "Date of Termination"
shall mean the date on which a Notice of Termination is given, unless the
parties agree to another date, and "Notice of Termination" shall mean a
written notice communicated by either party to the other party which
indicates that Employee's employment with KV is being terminated.


     (C)  PAYMENTS ON TERMINATION AFTER CHANGE IN CONTROL.

          (i)  Employee's annual base salary through the Date of Termination
     at the rate in effect on the date Notice of Termination is given,
     including expenses, vacation pay, allowances and other compensation and
     benefits, and (ii) the amount, if any, of any bonus for the past fiscal
     year (and pro rata for any portion of the then current fiscal year
     through the Date of Termination) which has not been awarded or paid
     under any bonus plans in which Employee is entitled to participate at
     the time of the Change of Control or under other bonus plans at least
     as beneficial to Employee. In addition, KV shall continue in full force
     and effect for the benefit of Employee through the Date of Termination
     all stock ownership, purchase or option plans, employee benefit or
     compensation plans, and insurance or disability plans in effect
     immediately preceding the Change of Control or plans substantially
     similar thereto.

          (ii) In lieu of any further payments or benefits to be paid or
     otherwise provided under Paragraph 5 (excluding any stock option or
     restricted stock grants, and any deferred compensation benefits for any
     period subsequent to the Date of Termination), KV shall pay as severance
     pay ("Severance Pay") to Employee a lump sum payment equal to the sum
     of: (a) two (2) times the greater of: (x) Employee's base salary
     immediately prior to the Date of Termination, or (y) Employee's base
     salary in effect immediately prior to the date on which the Change of
     Control occurred, and (b)

                                  7 of 11



     Employee's bonus, which would be payable in respect of the twenty-four
     (24) month period beginning on the Date of Termination as if Employee
     had continued his position assuming an annual bonus equal to the
     average of the three (3) complete bonus years immediately preceding the
     Date of Termination. Such bonus shall be calculated to be not less than
     the average of the prior three (3) years' bonuses paid to Employee.
     Such Severance Pay shall be subject to all applicable federal and state
     income taxes. The portion of the Severance Pay based upon Employee's base
     salary shall be paid on or before the fifth (5th) day following the
     Date of Termination, and the portion of the Severance Pay based upon
     any bonus plan shall be paid to Employee as and when payable under the
     terms of the applicable plan had Employee's employment continued.
     Employee, by written notice to KV at any time prior to a Change of
     Control of KV or the Date of Termination, may elect, in his sole
     discretion, to receive said Severance Pay interest-free at a future
     time, but in no event any later than twenty-four (24) months after the
     Date of Termination.

          (iii) To the extent not otherwise provided for under the terms of
     any of KV's stock option agreements, all stock options granted by KV or
     any predecessor of KV to Employee shall vest and be exercisable or
     transferable as of the Date of Termination and, except for "incentive
     stock options" within the meaning of 26 U.S.C. Section 422, all options
     shall remain fully exercisable for six (6) months following the Date of
     Termination. In addition, any holding period for the underlying shares
     specified under any of KV's stock option agreements or restricted stock
     agreements with Employee shall automatically by amended and deemed to
     be the earlier of: (a) two (2) years from the date of exercise of the
     stock option, or (b) the Date of Termination.

          (iv) KV shall maintain in full force and effect, for the continued
     benefit of Employee and members of Employee's family, for a period of
     twenty-four (24) months after the Date of Termination, all employee
     benefit plans and programs, including, but not limited to, plans and
     programs.

     (D)  APPLICATION OF SECTION 280G.

     If it shall be determined that any payment or distribution by KV to
or for the benefit of Employee (whether paid or payable or distributable
pursuant to the terms of this Paragraph 14), would be subject to the payment
by Employee of the excise tax imposed by Section 280G(b)(2) of the Internal
Revenue Code of 1987, as amended, or any interest or penalties is alleged to
be due from Employee with respect to such excise tax (such excise tax,
together with any interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then Employee's Severance Pay shall be
limited so as to avoid any Excise Tax.


     (E)  APPLICATION OF RESTRICTIVE COVENANTS.

     In the event of Employee's Termination after Change in Control as defined
in Paragraph 14(B), Employee shall be released from his obligations under
Paragraphs 12(A) and

                                  8 of 11



(E) of this Agreement; however, Employee shall not be released from his
obligations under Paragraphs 12(B), (C) and (D).

     15.  MATERIAL BREACH. Any breach of this Agreement shall be a material
breach of this Agreement.

     16.  EMPLOYEE CONSENT. In order to preserve the rights under this
Agreement of KV and the Companies, KV and/or the Companies may advise any
third party with whom Employee may consider, establish or contract a
relationship of the existence of this Agreement and of its terms. KV and the
Companies shall have no liability for so acting.

     17.  CONTROLLING LAW. This Agreement shall be construed in accordance with
the laws of the State of Missouri. The parties agree that any controversy
arising with respect to this Agreement shall fall under the exclusive
jurisdiction of the Circuit Court of the County of St. Louis, Missouri,
and each party hereby consents to the jurisdiction of that court.

     18.  REMEDIES. Employee agrees that the promises in this Agreement are
reasonable and necessary to protect the legitimate business interests of KV
and the Companies, that any violation by Employee of any of the promises in
this Agreement would result in great damage and irreparable injury to KV
and/or the Companies, and that KV and/or the Companies have the right to
any and all legal and/or equitable remedies available for breach of this
Agreement. Employee further agrees that enforcement by KV and/or the Companies
of the promises contained in this Agreement by way of injunction would not
prevent Employee from making a living.

     19.  SEVERABILITY. In the event any whole or partial provision in this
Agreement is deemed unenforceable, it shall not invalidate the remaining
whole or partial provisions of this Agreement. In addition, the parties
have attempted to limit Employee's right to compete only to the extent
necessary to protect KV from unfair competition. Consequently, the parties
further agree that if any whole or partial restrictive covenant in this
Agreement is deemed unenforceable because overly broad, it shall not
invalidate the remaining provisions of this Agreement.

     20.  ASSIGNMENT. This Agreement is not assignable by Employee, and shall
be binding upon Employee and Employee's heirs, executors and legal and/or
personal representative. This Agreement is assignable by KV, and shall
inure to the benefit of KV, its successors and assigns.

     21.  NONWAIVER. Failure of KV, and/or the Companies to exercise any of
its/their rights in the event Employee breaches any of the promises in this
Agreement shall not be construed as a waiver of such a breach or prevent
KV and/or the Companies from later enforcing strict compliance with the
promises in this Agreement.

                                  9 of 11



     22.  MODIFICATION. This Agreement contains the parties' complete
agreement, and supersedes any other agreement, oral or written, pertaining
to the subject matter of this Agreement. This Agreement may be altered,
amended or revoked at any time only by a writing signed by both parties.

     23.  NOTICE. Any notice given by either party hereunder shall be in writing
and shall be personally delivered or shall be mailed, Express, certified or
registered mail, or sent by a generally recognized next business day
courier, postage or other charges prepaid, as follows:

     To KV:

          KV Pharmaceutical Company
          2503 South Hanley Road
          St. Louis, Missouri 63144
          Attention: Director, Human Resources

     To Employee:

          At his address as set forth on the payroll
          records of KV,

or to such other address as may have been furnished to the other party by
written notice. Notice shall be deemed given on the date personally delivered,
or if sent by Express Mail or next business day courier on the business day
following the date sent, or if otherwise mailed, two (2) calendar days after
the date postmarked.

     24.  ACKNOWLEDGMENT. Employee agrees that: (A) he fully understands
his right to discuss all aspects of this Agreement with legal and personal
advisors of his choice, (B)


                                  10 of 11



to the extent he desired, he has done so, (C) he has carefully read and
fully understands all of the provisions of this Agreement, and (D) he has
voluntarily entered into this Agreement.

     IN WITNESS WHEREOF, Employee and KV have executed this Agreement on
the day and year first written above.


                                   "EMPLOYEE"


                                   /s/ David S. Hermelin
                                   -----------------------------
                                   DAVID S. HERMELIN


                                   "KV"

                                   KV PHARMACEUTICAL COMPANY


                                   By: /s/ Gerald R. Mitchell
                                       -------------------------
                                       GERALD R. MITCHELL
                                       VICE PRESIDENT, FINANCE


Witness:  /s/  Susan M. Wilson
        -----------------------
Date:   11/18/96
     --------------------------


                                  11 of 11



KV PHARMACEUTICAL COMPANY

                                                                 [KV logo]



April 8, 1998

PERSONAL AND CONFIDENTIAL
-------------------------

Mr. David S. Hermelin
c/o 2503 South Hanley
St. Louis, MO 63144

Re:  Agreement between KV Pharmaceutical Company and
     David S. Hermelin, dated November 18, 1996

Dear David:

By way of this letter, we are amending paragraph 6 of your Employment
Agreement with KV so as to read "a reduced annual rate of pay of Fifty-Five
Thousand Dollars ($55,000)..." so as to take into account your annual salary
review which occurred on April 1 of 1998.

Except as specifically modified by this letter, it is agreed that the
Agreement will remain in full force and effect as originally written.

Sincerely,

KV PHARMACEUTICAL COMPANY

/s/ Gerald R. Mitchell

Gerald R. Mitchell
Vice President, Finance

           2503 SOUTH HANLEY ROAD, ST. LOUIS, MISSOURI 63144-2555
                       (314) 645-6600 TELEX: 62893445


                          KV PHARMACEUTICAL COMPANY
                      AMENDMENT TO EMPLOYMENT AGREEMENT

                  THIS AMENDMENT ("Amendment") is entered into effective
August 16, 2004 between DAVID S. HERMELIN ("Employee") and KV PHARMACEUTICAL
COMPANY, a Delaware corporation ("KV").

                  WHEREAS KV and Employee have in the past entered into
certain KV Pharmaceutical Company Employment and Confidential Information
Agreement, including but not limited to those dated May 2, 1990, November
18, 1996 (the "1996 Employment Agreement"), and to an Amendment dated April
8, 1998;

                  WHEREAS KV and Employee desire to make certain changes and
additions to 1996 Employment Agreement which superceded the 1990 Agreement,
and to modify and supercede the 1998 Amendment, all as provided herein;

                  NOW THEREFORE, in consideration of Employee's employment
or continued employment by KV and other valuable consideration, the receipt
and sufficiency of which are acknowledged, KV and Employee agrees as
follows:

                  1. Paragraph 2 of the 1996 Employment Agreement regarding
"Nature of Employment" is hereby amended to specify the position of Vice
President, Corporate Strategy and Operations Analysis.

                  2. Paragraph 3 of the 1996 Employment Agreement regarding
"Compensation" is hereby amended to specify a base salary of Two Hundred
Twenty-Five Thousand Dollars ($225,000) effective August 16, 2004. In
addition, as relates to the fringe benefits normally provided to the other
KV employees at comparable employment levels, Employee shall be eligible to
receive an annual bonus that relates to performance and achievement of
objectives. Employee may, at his option, elect to have the value of this
annual bonus provided to him in the form of Incentive Stock Options granted
under Employer's existing Option Plan or a similar plan applying the
Black-Scholes Option Pricing Model to determine the number of options
equivalent in value to the bonus to be paid by the delivery of Incentive
Stock Options.

                  3. Paragraph 4 of the Employment Agreement regarding
"Term" is hereby amended in its entirety to read as follows:

                           4. TERM. This Agreement shall be effective as of
         the date first set forth above and continue until August 15, 2009,
         unless terminated sooner in accordance with Paragraph 5 of this
         Agreement. If not terminated sooner under Paragraph 5 hereof, this
         Agreement shall automatically renew for successive twelve (12)
         month periods unless and until either party terminates this
         Agreement pursuant to the provisions of Paragraph 5. Termination of
         this Agreement by either party, for any reason, shall in no matter
         affect the covenants contained in Paragraphs 7-11 of this
         Agreement.




                  4. Paragraph 5 of the Employment Agreement regarding
"Termination" is hereby amended in its entirety to read as follows:

                  5. TERMINATION.

                  (A) VOLUNTARY. Employee may terminate this Agreement at
         the end of each one year anniversary date prior to and including
         the end of the initial term for any reason, by notifying KV in
         writing three (3) calendar months prior to the end of each such
         period. After completion of the initial term, Employee may
         terminate this Agreement by providing 120 calendar days notice to
         KV at any time. Either such events written notice shall be directed
         to KV's Vice President, Staffing. In the event of such voluntary
         termination at the end of any such one-year anniversary date prior
         to and including the end of the initial term, Employee agrees to
         remain on the job for the balance of the 90-day notice period and
         for three (3) additional months after the end of any such period
         and at all times faithfully, industriously, and to the best of his
         ability, experience and talents, perform all of the duties that
         have been required of him prior to Employee's notice of
         termination, all to the reasonable satisfaction of KV. Employee
         agrees that he will remain actively at work, as described above and
         will continue to be compensated at his normal rate, during the
         entire six (6) month notice, unless he is released from all
         responsibilities prior to the end of the notice, by the Board of
         Directors or the Chief Executive Officer of KV, in which case, his
         compensation shall be discontinued. Because of the nature of the
         position and the business, Employee agrees that if he should fail
         to fully comply with the notice required by this subsection, and if
         he should fail to fully comply with the requirement to remain on
         the job and faithfully and to the best of his ability perform all
         of his duties, KV will incur damages as a direct result and that
         the amount of said damages will be difficult to ascertain.
         Accordingly, specific performance will be required unless KV
         releases Employee from these obligations. In the event Employee
         terminates this Agreement upon 120 days calendar notice after
         completion of the initial term, KV, in its sole discretion, shall
         determine whether Employee shall continue to be employed during the
         notice period.

                  If Employee decided to terminate his employment with KV,
         Employee shall disclose Employee's decision to terminate to the
         Vice President, Staffing of KV and shall not disclose such
         information to any other party (except for a subsequent employer of
         Employee which has agreed to keep such information confidential
         until KV has announced Employee's termination) until such time as
         the Vice President, Staffing of KV determines how and when to
         announce Employee's termination.

                  (B) INVOLUNTARY. In the event of involuntary termination
         by KV, except termination for cause, KV shall provide Employee with
         severance pay of no less than one times the Employee's annual base
         salary, then in effect under Paragraph 3 of this Agreement, plus an
         amount equal to the average of the two most recent fiscal year's
         bonuses, less usual withholdings. This severance package shall be
         paid in twelve (12) equal monthly installments, each payment to be
         made on the last day of each of the twelve (12) calendar months
         following the last day worked. In addition, KV shall provide
         Employee, at KV's expense, with medical, disability and life
         insurance coverage and all


Page 2 of 7


         other insurance coverage of the same or similar types, and in the
         same or similar amounts as KV is providing to Employee immediately
         prior to the last day worked. This continuation of insurance
         coverage shall cease the earlier of twelve (12) months after the
         last date worked or at such time as Employee obtains other
         full-time, non-temporary employment which provides comparable
         coverage. In addition, as of the last date worked unless Employee
         is involuntarily terminated for cause, those stock options which
         are vested and exercisable by Employee shall remain exercisable for
         twelve (12) months following the last date worked.

                  In consideration of the severance pay provided under this
         paragraph, in the event of the cancellation, termination or
         expiration of the Employment Agreement for any reason, Employee
         agrees to provide reasonable and necessary services to assist KV in
         transition of responsibilities and ongoing continuity of his job
         function unless KV does not request such services.

                  KV may terminate this Agreement for cause and in such
         event Employee shall not be entitled to any severance pay or
         benefits set forth in Paragraph 5(B). The term "for cause" as used
         herein shall mean (i) commission of a dishonest or criminal act in
         respect of Employee's employment or conviction of a felony, or (ii)
         breach of trust or gross negligence, or (iii) willful refusal to
         perform duties imposed by this Agreement which are legal and not
         improper, or (iv) Employee's violation of Paragraph 7, 8, 9 or 10
         of this Agreement, or (v) the continuing neglect or failure of
         Employee to perform the duties reasonably assigned to Employee by
         KV and after notice from KV of such neglect or failure, Employee's
         failure to cure such neglect or failure. Any termination of this
         agreement by KV shall be effective only upon providing Employee
         with written notice and advising Employee as to whether his
         termination is for cause.

                  Employee acknowledges that the duties and obligations of
         Paragraphs 7, 8, 10, 11 and 12 shall survive the termination of his
         employment.

                  In the event Employee is involuntarily terminated by KV
         for reasons other than for cause, employee will receive the
         severance pay and benefits set forth in Paragraph 5(B).

                  6. Paragraph 6 of the 1996 Employment Agreement is hereby
deleted in its entirety.

                  7. Paragraph 12 of the Employment Agreement regarding
"Restrictive Covenants" is hereby amended in its entirety to read as
follows:

         12. RESTRICTIVE COVENANTS. The parties acknowledge and agree that
at the time this Agreement was entered, the business of KV and the Companies
was the sale and distribution of drug delivery products for generic sale and
the sale of specified branded women's health care products. Employee agrees
that during the thirty-six (36) consecutive months immediately following
termination of Employee's employment with KV, regardless of how, when or why
that


Page 3 of 7


employment ends, Employee shall not, without prior authorization of KV,
in any manner or in any capacity, directly or indirectly, for himself or any
other person or entity, actually or attempt:

                           (A) to engage in the same business as KV anywhere
KV is actively conducting business.

                           (B) to interfere with or take away:

                                    (i) any customer that is conducting
business with KV and/or the Companies;

                                    (ii) any customer that has conducted
business with KV and/or the Companies during the twenty-four (24) months
immediately preceding termination of employment; or

                           (C) to interfere with any of the suppliers of KV
and/or the Companies, including, without limitation, reducing in any
material way the willingness or capability of any supplier to continue
supplying KV with its and/or the Companies with their present or
contemplated requirements; or

                           (D) to solicit or interfere with the relationship
between KV and any of its employees or agents, and/or the Companies and any
of their employees or agents; or

                           Employee further agrees that he shall not engage
in any of the activities listed above while he is employed by KV.

         This non-compete is not intended to prevent Employee from using his
general skills, knowledge and experience in strategic planning, the
administration, management and control of a company or in leveraging or
building a company through acquisitions, mergers, divestitures, etc. unless
such conduct has an actual, demonstrable and substantial detrimental effect
on KV or the Companies. Employee acknowledges and agrees that his
experience, knowledge and capabilities are such that he can obtain
employment in the pharmaceutical, chemical, food, industrial, household,
confectionery or other businesses, and that the enforcement of this
Paragraph 12 by way of injunction would not prevent Employee from earning a
livelihood. Employee further agrees that if he has any questions regarding
the scope of activities restricted by this Paragraph 12, he shall, to avoid
confusion or misunderstanding, submit the question(s) in writing to the Vice
President, Staffing for a written response by KV. Employee additionally
agrees to keep KV advised of the identity of his employer and his work
location during the period covered by this paragraph.

         8. Paragraph 14 of the Employment Agreement regarding "Change of
Control" is hereby amended in its entirety to read as follows:

                           14.      CHANGE OF CONTROL.

                           (A) DEFINITION. For purposes of this Agreement, a
         "Change of Control" of KV shall mean the occurrence of any one of
         the following events:


Page 4 of 7


                                    (i) any "person," as such term is used
         in Section 13(d) of the Securities Exchange Act of 1934, becomes a
         "beneficial owner," as such term is used in Rule 13d-3 promulgated
         under that Act, of twenty percent (20%) or more of the voting stock
         of KV;

                                    (ii) the majority of the Board consists
         of individuals other than Incumbent Directors, which term means the
         members of the Board on the date of this Agreement; provided that
         any person becoming a director subsequent to such date whose
         election or nomination for election was supported by two-thirds
         (2/3) of the directors who then comprised the Incumbent Directors
         shall be considered to be an Incumbent Director;

                                    (iii) KV adopts any plan of liquidation
         providing for the distribution of all or substantially all of its
         assets;

                                    (iv) all or substantially all of the
         assets or business of KV is disposed of pursuant to a merger,
         consolidation or other transaction (unless the shareholders of KV
         immediately prior to such merger, consolidation or other
         transaction beneficially own, directly or indirectly, in
         substantially the same proportion as they owned the voting stock of
         the company, all of the voting stock or other ownership interests
         of the entity or entities, if any, that succeed to the business of
         KV); or

                                    (v) KV combines with another company and
         is the surviving corporation but, immediately after the
         combination, the shareholders of KV, immediately prior to the
         combination hold, direct or indirectly, fifty percent (50%) or less
         of the voting stock of the combined company (there being excluded
         from the number of shares held by such shareholders, but not from
         the voting stock of the combined company, any shares received by
         affiliates of such other company in exchange for stock of such
         other company).

                           (B) TERMINATION AFTER CHANGE IN CONTROL. In the
         event of a Change of Control of KV, if (i) immediately preceding
         such Change of Control, Employee was providing services under
         Paragraph 2, and (ii) Employee's employment in such capacity
         terminates within a two-year period following such Change of
         Control ("Termination"), voluntarily or involuntarily, with or
         without cause, for any reason whatsoever, except for the death or
         disability of Employee, Employee shall be entitled to the
         compensation and benefits provided in Paragraph 14(C). An
         involuntary termination shall include, but not be limited to, those
         circumstances in which Employee's employment is affirmatively or
         constructively terminated. For purposes of this Paragraph 14, "Date
         of Termination" shall mean the date on which a Notice of
         Termination is given, unless the parties agree to another date, and
         "Notice of Termination" shall mean a written notice communicated by
         either party to the other party which indicates that Employee's
         employment with KV is being terminated.; "constructive termination"
         shall mean a substantial change in Employee's duties, work
         location, or compensation within two years following a Change of
         Control.


Page 5 of 7


                  (C) PAYMENTS ON TERMINATION AFTER CHANGE IN CONTROL.

                                    (i) Employee's annual base salary
         through the Date of Termination at the rate in effect on the date
         Notice of Termination is given, including vacation pay, allowances
         and other compensation and benefits, and (ii) the amount, if any,
         of any bonus for the past fiscal year (and pro rata for any portion
         of the then current fiscal year through the Date of Termination)
         which has not been awarded or paid under any bonus plans in which
         Employee is entitled to participate at the time of the Change of
         Control or under other bonus plans at least as beneficial to
         Employee. In addition, KV shall continue in full force and effect
         for the benefit of Employee through the Date of Termination all
         stock ownership, purchase or option plans, employee benefit or
         compensation plans, and insurance or disability plans in effect
         immediately preceding the Change of Control or plans substantially
         similar thereto; and

                                    (ii) In lieu of any further payments or
         benefits to be paid or otherwise provided under Paragraph 5
         (excluding any stock option or restricted stock grants, any
         deferred compensation benefits for any period subsequent to the
         Date of Termination, or as further provided under subparagraphs
         (iii) and (iv), below), KV shall pay as severance pay ("Severance
         Pay") to Employee a lump sum payment equal to two (2) times
         Employee's base salary in effect immediately prior to the date on
         which the Change of Control occurred, and Employee's bonus, which
         would be payable in respect of the twenty-four (24) month period
         beginning on the Date of Termination as if Employee had continued
         his position assuming an annual bonus equal to the average of the
         two (2) complete bonus years immediately preceding the Date of
         Termination. Such bonus shall be calculated to be not less than the
         average of the prior two (2) years' bonuses paid to Employee. Such
         Severance Pay shall be subject to all applicable federal and state
         income taxes. The portion of the Severance based upon Employee's
         base salary shall be paid on or before the fifth (5th) day
         following the Date of Termination, and the portion of the Severance
         Pay based upon any bonus plan shall be paid to Employee as and when
         payable under the terms of the applicable plan had Employee's
         employment continued. Employee, by written notice to KV at any time
         prior to a Change of Control of KV or the Date of Termination, may
         elect, in his sole discretion, to receive said Severance Pay
         interest-free at a future time, but in no event any later than
         twelve (12) months after the Date of Termination.

                                    (iii) To the extent not otherwise
         provided for under the terms of any of KV's stock option
         agreements, all stock options granted by KV or any predecessor of
         KV to Employee shall fully vest and be exercisable or transferable
         as of the Date of Termination and shall remain fully exercisable
         following the Date of Termination.

                                    (iv) With respect to welfare benefits
         (health, life, dental, AD&D), KV shall maintain in full force and
         effect, for the continued benefit of Employee and members of
         Employee's family, for a period of twenty four (24) months after
         the Date of Termination; all employee benefit plans and programs,
         which KV otherwise provides for its employees.


Page 6 of 7


                           (D) APPLICATION OF SECTION 280G AND SECTION 4999.
         If it shall be determined that any payment or distribution by KV to
         or for the benefit of Employee (whether paid or payable or
         distributable pursuant to the terms of this Paragraph 22, would be
         considered to be a parachute payment as defined in Section 280G of
         the Internal Revenue Code such that it would be subject to the
         payment by Employee of the excise tax imposed by Section 4999 of
         the Internal Revenue Code of 1987, as amended, or any interest or
         penalties is alleged to be due from Employee with respect to such
         excise tax (such excise tax, together with any interest and
         penalties, are hereinafter collectively referred to as the "Excise
         Tax"), then Employee's Severance Pay shall be limited, as
         determined by Employer in its discretion, so as to avoid any Excise
         Tax.

                  9. Continuation of Other Provisions of 1996 Employment
         Agreement. The paragraphs of the 1996 Employment Agreement which
         have not been amended by this Amendment shall remain in full force
         and effect. Other than the surviving provisions of the 1996
         Employment Agreement, this Amendment otherwise is an integrated
         document and sets forth the entire understanding of the parties
         with respect to the subject matter hereof and fully supersedes any
         and all prior understandings, arrangements, industry usage, course
         of dealing and/or agreements between the parties hereto concerning
         such subject matter, whether reduced to writing or not.

                  IN WITNESS WHEREOF, Employee and KV have executed this
Amendment on the day and year first written above.




                                    "EMPLOYEE"




Dated:  August 16, 2004             /s/ David S. Hermelin
      --------------------------    -----------------------------------------
                                    DAVID S. HERMELIN




                                    "KV"

                                    KV PHARMACEUTICAL COMPANY




Dated:  August 16, 2004             /s/ Gerald R. Mitchell
      --------------------------    -----------------------------------------




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</TEXT>
</DOCUMENT>
