Common use of Compensation Upon Change of Control Clause in Contracts

Compensation Upon Change of Control. If during the Covered Period (i) PPD terminates Employee's employment for reason other than Termination for Cause or (ii) Employee's employment is terminated by reason of Constructive Termination, Employee shall be entitled to the following compensation and benefits: a. PPD shall pay Employee a lump sum equal to Employee's W-2 compensation for the twelve (12) months ending on the last day of the month preceding the month of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. b. PPD shall pay Employee any bonus or deferred compensation (whether in the form of cash, stock or otherwise) accrued but unpaid as of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. c. For a period of one year after Employee's termination of employment with PPD, PPD shall continue to pay for and provide existing employee welfare benefits which Employee is receiving as of the date of termination of employment, including life insurance, health, medical, dental, vision and wellness, accidental death and dismemberment and disability benefits; provided, however, that PPD's obligations under this clause shall terminate from the date that Employee first becomes eligible after termination of employment with PPD for similar coverage under another employer's plan. d. Notwithstanding anything to the contrary in any award agreement for non-qualified stock options, (i) all unvested shares underlying PPD non-qualified stock options granted more than six months prior to the date of Employee's termination shall become fully vested as of the date of Employee's termination, and (ii) Employee shall continue to be treated under each award agreement as if he was an employee of PPD until the first to occur of (x) the third anniversary of Employee's termination of employment, or (y) the expiration of the exercise period provided for therein; provided, however, in the event of Employee's death or his disability (as disability is defined in the award agreement) after the date of Employee's termination of employment hereunder, the time for exercise after death or such disability prescribed in the award agreement shall apply. The provisions of this subsection shall also apply to any and all substitute stock options granted to Employee in exchange for Employee's PPD non-qualified stock options to which this subsection applies.

Compensation Upon Change of Control. If during the Covered Period (i) PPD terminates Employee's employment for reason other than Termination for Cause or (ii) Employee's employment is terminated by reason of Constructive Termination, Employee shall be entitled to the following compensation and benefits: a. PPD shall pay Employee a lump sum equal to Employee's W-2 compensation for the twelve twenty-four (1224) months ending on the last day of the month preceding the month of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. b. PPD shall pay Employee any bonus or deferred compensation (whether in the form of cash, stock or otherwise) accrued but unpaid as of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. c. For a period of one year two years after Employee's termination of employment with PPD, PPD shall continue to pay for and provide existing employee welfare benefits which Employee is receiving as of the date of termination of employment, including life insurance, health, medical, dental, vision and wellness, accidental death and dismemberment and disability benefits; provided, however, that PPD's obligations under this clause shall terminate from the date that Employee first becomes eligible after termination of employment with PPD for similar coverage under another employer's plan. d. Notwithstanding anything to the contrary in any award agreement for non-qualified stock options, (i) all unvested shares underlying PPD non-qualified stock options granted more than six months prior to the date of Employee's termination shall become fully vested as of the date of Employee's termination, and (ii) Employee shall continue to be treated under each award agreement as if he was an employee of PPD until the first to occur of (x) the third anniversary of Employee's termination of employment, or (y) the expiration of the exercise period provided for therein; provided, however, in the event of Employee's death or his disability (as disability is defined in the award agreement) after the date of Employee's termination of employment hereunder, the time for exercise after death or such disability prescribed in the award agreement shall apply. The provisions of this subsection shall also apply to any and all substitute stock options granted to Employee in exchange for Employee's PPD non-qualified stock options to which this subsection applies.

Compensation Upon Change of Control. If during the Covered Period ------------------------------------- (i) PPD terminates Employee's employment for reason other than Termination for Cause or (ii) Employee's employment is terminated by reason of Constructive Termination, Employee shall be entitled to the following compensation and benefits: a. PPD shall pay Employee a lump sum equal to Employee's W-2 compensation for the twelve (12) months ending on the last day of the month preceding the month of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. b. PPD shall pay Employee any bonus or deferred compensation (whether in the form of cash, stock or otherwise) accrued but unpaid as of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. c. For a period of one one-year after Employee's termination of employment with PPD, PPD shall continue to pay for and provide existing employee welfare benefits which Employee is receiving as of the date of termination of employment, including life insurance, health, medical, dental, vision and wellness, accidental death and dismemberment and disability benefits; provided, however, that PPD's obligations under this clause shall terminate from the date that Employee first becomes eligible after termination of employment with PPD for similar coverage under another employer's plan. d. Notwithstanding anything to the contrary in any award agreement for non-qualified stock options, (i) all unvested shares underlying PPD non-non- qualified stock options granted more than six months prior to the date of Employee's termination shall become fully vested as of the date of Employee's termination, and (ii) Employee shall continue to be treated under each award agreement as if he was an employee of PPD until the first to occur of (x) the third anniversary of Employee's termination of employment, or (y) the expiration of the exercise period provided for therein; provided, however, in the event of Employee's death or his disability (as disability is defined in the award agreement) after the date of Employee's termination of employment hereunder, the time for exercise after death or such disability prescribed in the award agreement shall apply. The provisions of this subsection shall also apply to any and all substitute stock options granted to Employee in exchange for Employee's PPD non-qualified stock options to which this subsection applies.

Compensation Upon Change of Control. If during the Covered Period (i) PPD terminates Employee's employment for reason other than Termination for Cause or (ii) Employee's employment is terminated by reason of Constructive Termination, Employee shall be entitled to the following compensation and benefits: a. PPD shall pay Employee a lump sum equal to Employee's W-2 compensation for the twelve (12) months ending on the last day of the month preceding the month of Employee's terminationtermination (the "Determination Date"), said sum to be paid within ten (10) days after Employee's termination of employment. If Employee has been employed by PPD for less than twelve (12) months determined as of the Determination Date, Employee shall be paid a lump sum equal to the quotient of the total compensation to which Employee is entitled to W-2 purposes for the period beginning on date Employee commenced employment with PPD and ending on the Determination Date, divided by a fraction, the numerator of which shall be the number of days Employee has been employed by PPD ending on the Determination Date and the denominator of which is 365. b. PPD shall pay Employee any bonus or deferred compensation (whether in the form of cash, stock or otherwise) accrued but unpaid as of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. c. For a period of one year twelve months after Employee's termination of employment with PPD, PPD shall continue to pay for and provide existing employee welfare benefits which Employee is receiving as of the date of termination of employment, including life insurance, health, medical, dental, vision and wellness, accidental death and dismemberment and disability benefits; provided, however, that PPD's obligations under this clause shall terminate from the date that Employee first becomes eligible after termination of employment with PPD for similar coverage under another employer's plan. d. Notwithstanding anything to the contrary in any award agreement for non-qualified stock options, (i) all unvested shares underlying PPD non-qualified stock options granted more than six months prior to the date of Employee's termination shall become fully vested as of the date of Employee's termination, and (ii) Employee shall continue to be treated under each award agreement as if he was an employee of PPD until the first to occur of (x) the third anniversary of Employee's termination of employment, or (y) the expiration of the exercise period provided for therein; provided, however, in the event of Employee's death or his disability (as disability is defined in the award agreement) after the date of Employee's termination of employment hereunder, the time for exercise after death or such disability prescribed in the award agreement shall apply. The provisions of this subsection shall also apply to any and all substitute stock options granted to Employee in exchange for Employee's PPD non-qualified stock options to which this subsection applies.

Compensation Upon Change of Control. If during the Covered Period (i) PPD terminates Employee's employment for reason other than Termination for Cause or (ii) Employee's employment is terminated by reason of Constructive Termination, Employee shall be entitled to the following compensation and benefits: a. PPD shall pay Employee a lump sum equal to Employee's W-2 compensation for the twelve six (126) months ending on the last day of the month preceding the month of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. b. PPD shall pay Employee any bonus or deferred compensation (whether in the form of cash, stock or otherwise) accrued but unpaid as of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. c. For a period of one year six months after Employee's termination of employment with PPD, PPD shall continue to pay for and provide existing employee welfare benefits which Employee is receiving as of the date of termination of employment, including life insurance, health, medical, dental, vision and wellness, accidental death and dismemberment and disability benefits; provided, however, that PPD's obligations under this clause shall terminate from the date that Employee first becomes eligible after termination of employment with PPD for similar coverage under another employer's plan. d. Notwithstanding anything to the contrary in any award agreement for non-qualified stock options, (i) all unvested shares underlying PPD non-qualified stock options granted more than six months prior to the date of Employee's termination shall become fully vested as of the date of Employee's termination, and (ii) Employee shall continue to be treated under each award agreement as if he was an employee of PPD until the first to occur of (x) the third anniversary of Employee's termination of employment, or (y) the expiration of the exercise period provided for therein; provided, however, in the event of Employee's death or his disability (as disability is defined in the award agreement) after the date of Employee's termination of employment hereunder, the time for exercise after death or such disability prescribed in the award agreement shall apply. The provisions of this subsection shall also apply to any and all substitute stock options granted to Employee in exchange for Employee's PPD non-qualified stock options to which this subsection applies.

Compensation Upon Change of Control. If during the Covered Period (i) PPD terminates Employee's employment for reason other than Termination for Cause or (ii) Employee's employment is terminated by reason of Constructive Termination, Employee shall be entitled to the following compensation and benefits: a. PPD shall pay Employee a lump sum equal to two times Employee's W-2 compensation for Base Salary and bonuses under the Incentive Plan as said terms are defined in Employee's employment agreement with Subsidiary No. 5, Inc. of even date (the "Employment Agreement") for the twelve (12) months ending on the last day of the month preceding the month of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. b. PPD shall pay Employee any bonus or deferred compensation (whether in the form of cash, stock or otherwise) accrued but unpaid as of Employee's termination, said sum to be paid within ten (10) days after Employee's termination of employment. c. For a period of one year after Employee's termination of employment with PPD, PPD shall continue to pay for and provide existing employee welfare benefits which Employee is receiving as of the date of termination of employment, including life insurance, health, medical, dental, vision and wellness, accidental death and dismemberment and disability benefits; provided, however, that PPD's obligations under this clause shall terminate from the date that Employee first becomes eligible after termination of employment with PPD for similar coverage under another employer's plan. d. Notwithstanding anything to the contrary in any award agreement for non-qualified stock options, (i) all unvested shares underlying PPD non-qualified stock options granted more than six months prior to the date of Employee's termination shall become fully vested as of the date of Employee's termination, and (ii) Employee shall continue to be treated under each award agreement as if he was an employee of PPD until the first to occur of (x) the third anniversary of Employee's termination of employment, or (y) the expiration of the exercise period provided for therein; provided, however, in the event of Employee's death or his disability (as disability is defined in the award agreement) after the date of Employee's termination of employment hereunder, the time for exercise after death or such disability prescribed in the award agreement shall apply. The provisions of this subsection shall also apply to any and all substitute stock options granted to Employee in exchange for Employee's PPD non-qualified stock options to which this subsection applies. e. Employee shall be paid all Milestone and Royalty Bonuses, as said terms are defined in the Employment Agreement, to which Employee would be entitled under Section 4.4.d. of the Employment Agreement as if Employee's employment had been terminated without cause.