EXHIBIT 10.176
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into
effective the 15th day of January, 2002, by and between Pharmaceutical Product
Development, Inc. (the "Company"), a North Carolina corporation whose mailing
address for notice purposes is 0000 Xxxxx Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx
Xxxxxxxx 00000, Attention: Chief Executive Officer, and Xxxx X. Xxxxxxxxx, Xx.
("Employee"), an individual whose mailing address for notice purposes is 0000
Xxxxx Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000.
RECITALS
A. The Company is engaged in providing research and
development services to pharmaceutical and biotech companies and other entities
(the "Business").
B. The Company desires to employ Employee and Employee
desires to be employed by the Company, all upon the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals,
the mutual covenants of the parties hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
ARTICLE 1
EMPLOYMENT AND DUTIES
---------------------
1.1 Engagement of Employee. The Company agrees to employ
----------------------
Employee and Employee accepts such employment pursuant and subject to the terms
and conditions of this Agreement.
1.2. Duties and Powers. During the Employment Period (as
-----------------
defined herein), Employee shall serve as President of the Company and will have
such responsibilities, duties and authority, and will render such services for
and in connection with the Company and its affiliates as are customary in such
position and as the Board of Directors of the Company (the "Board") and the
Chief Executive Officer of the Company shall from time to time reasonably
direct. Employee shall devote Employee's full business time and attention
exclusively to the Business of the Company and shall use best efforts to
faithfully carry out Employee's duties and responsibilities hereunder. Employee
shall comply with all personnel policies and procedures of the Company as the
same now exist or may be hereafter implemented by the Company from time to time,
including those policies contained in the Company's employee manual or handbook
which sets forth policies and procedures generally for employees of the Compoany
and its subsidiaries and affiliates (the "Handbook") to the extent not
inconsistent with this Agreement.
ARTICLE 2
TERM OF EMPLOYMENT
------------------
Unless sooner terminated as provided elsewhere in this Agreement,
Employee's employment under this Agreement shall commence on January 15, 2002
and end on December 31, 2003 ("Initial Employment Period"). This Agreement then
automatically shall renew for successive one-year periods, unless either the
Company or Employee provides written notice to the other at least sixty (60)
days prior to the termination of any such period stating said party's desire to
terminate this Agreement. The Initial Employment Period and any extension or
renewal thereof shall be referred to herein together as the "Employment Period".
Notwithstanding anything to the contrary contained herein, the Employment Period
is subject to termination pursuant to Article 4 hereof.
ARTICLE 3
COMPENSATION AND BENEFITS
-------------------------
3.1 Compensation. The Company will pay Employee a base salary
------------
at a rate of $310,000.00 per annum (the "Base Salary"), payable in accordance
with the Company's regular payroll policy for salaried employees. The Base
Salary of Employee may be subject to increase annually during the Employment
Period by the Board of the Company. If the Employment Period is terminated
pursuant to Article 4 hereof, then the Base Salary for any partial year will be
prorated based on the number of days elapsed in such year during which services
were actually performed by Employee.
3.2 Benefits. During the Employment Period, Employee shall be
--------
eligible to participate in and/or receive benefits under such employee and
welfare benefit plans as may be established from time to time by the Company,
including any profit-sharing, stock purchase, stock option, bonus, pension,
disability, group-term life insurance, health insurance and flexible benefit
payroll deduction plans, subject in each instance to Employee meeting all
eligibility and qualification requirements of such plans.
3.3 Expenses. The Company will reimburse Employee, in
--------
accordance with and subject to Employee's compliance with the Company's policy,
for Employee's necessary and reasonable out-of-pocket expenses incurred in the
course of performance of Employee's duties hereunder. All reimbursement of
expenses to Employee hereunder shall be conditioned upon presentation of
sufficient documentation evidencing such expenses.
3.4 Vacation and Leave. Employee shall be entitled to the
------------------
number of days of "Paid Time Off" ("PTO") and other leave as may be established
from time to time by the Company for the benefit of its employees (but not less
than that which he was
2
entitled to as an employee of the Company immediately prior to the commencement
of thisAgreement), subject to Employee's compliance with the guidelines set
forth in the Handbook.
3.5 Working Facilities. The Company shall furnish Employee
------------------
with such office space, equipment, technical, secretarial and clerical
assistance and such other facilities, services and supplies as shall be
reasonably necessary to enable Employee to perform the duties required of
Employee hereunder in an efficient and professional manner.
ARTICLE 4
TERMINATION OF EMPLOYMENT
-------------------------
4.1 Basis for Termination. Notwithstanding any other
---------------------
provision in this Agreement to the contrary, the Employment Period and
Employee's employment hereunder shall terminate effective on the date indicated
upon the happening of any of the following events:
a. Upon the death of Employee, effective immediately on
the date of death without any notice.
b. A determination by the Chief Executive Officer of
the Company, acting in good faith but made in the sole discretion of the Chief
Executive Officer, that Employee has failed to substantially perform his duties
under or otherwise breached any of the material terms of this Agreement,
effective upon the date said determination is communicated to Employee or such
later date, if any, as specified by the Chief Executive Officer of the Company.
c. A determination by the Chief Executive Officer of
the Company, acting in good faith but made in the sole discretion of the Chief
Executive Officer, that Employee (i) has become physically or mentally
incapacitated and is unable to perform his duties under this Agreement as a
result of such disability, which inability continues for a period of sixty (60)
days during any twelve-month period hereunder, (ii) has demonstrated gross
negligence or willful misconduct in the execution of his duties, or (iii) has
been convicted of a felony, effective upon the date said determination is
communicated to Employee or such later date, as specified by the Chief Executive
Officer of the Company.
4.2 Compensation After Termination During Employment Period.
-------------------------------------------------------
If the Company shall terminate Employee's employment during the Employment
Period pursuant to Section 4.1 hereof, the Company shall have no further
obligations hereunder or otherwise with respect to Employee's employment from
and after the termination or expiration date, except that the Company shall pay
Employee's Base Salary accrued through the date of termination or expiration and
shall provide such benefits as are
3
required by applicable law. From and after such termination or expiration date,
the Company shall continue to have all other rights available hereunder,
including without limitation all rights under Article 5 hereof, and at law or in
equity.
ARTICLE 5
PROPRIETARY INFORMATION
-----------------------
Prior to the commencement date hereof, Employee shall have executed in
favor of the Company its standard Proprietary Information and Inventions
Agreement (the "Proprietary Agreement").
ARTICLE 6
MISCELLANEOUS
-------------
6.1 Withholding Taxes. All amounts payable under this
-----------------
Agreement, whether such payment is to be made in cash or other property, shall
be subject to withholding for Federal, state and local income taxes, employment
and payroll taxes, and other legally required withholding taxes and
contributions to the extent appropriate in the determination of the Company, and
Employee shall report all such amounts as ordinary income on Employee's personal
income returns and for all other purposes.
6.2 Assignment. No party hereto may assign or delegate any of
----------
its rights or obligations hereunder without the prior written consent of the
other party hereto; provided, however, that the Company shall have the right to
assign all or any part of its rights and obligations under this Agreement (i)
any subsidiary or affiliate of the Company or any surviving entity following any
merger or consolidation of any of those entities with any entity other than the
Company, or (ii) in connection with the sale of the Business by the Company.
6.3 Binding Effect. Except as otherwise expressly provided
--------------
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall be binding upon and inure to the benefit of
the respective legal representatives, heirs, successors and permitted assigns of
the parties hereto.
6.4 Entire Agreement. Except as otherwise expressly set forth
----------------
herein, this Agreement sets forth the entire understanding of the parties and
supersedes and preempts all prior oral or written understandings and agreements
with respect to the subject matter hereof, specifically including but not
limited to that certain employment agreement dated September 26, 1996 between
the Company and Employee.
6.5 Severability. Whenever possible, each provision of this
------------
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable
4
law,such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of this Agreement.
6.6 Amendment; Modification. No amendment or modification of
-----------------------
this Agreement and no waiver by any party of the breach of any covenant
contained herein shall be binding unless executed in writing by the party
against whom enforcement of such amendment, modification or waiver is sought. No
waiver shall be deemed a continuing waiver or a waiver in respect of any
subsequent breach or default, either of a similar or different nature, unless
expressly so stated in writing.
6.7 Governing Law. This Agreement shall be governed by and
-------------
construed and enforced in accordance with the laws of the State of North
Carolina, without giving effect to provisions thereof regarding conflict of
laws.
6.8 Arbitration. Any dispute, controversy or claim arising
-----------
out of or relating to this Agreement, including but not limited to its
existence, validity, interpretation, performance or non-performance or breach,
shall be decided by a single neutral arbitrator agreed upon by the parties
hereto in Wilmington, North Carolina in binding arbitration pursuant to the
commercial arbitration rules of the American Arbitration Association then in
effect. The parties to any such arbitration shall be limited to the parties to
this Agreement or any successor thereof. The written decision of the arbitrator
shall be final and binding and may be entered and enforced in any court of
competent jurisdiction. Each party waives any right to a jury trial in any such
forum. Each party to the arbitration shall pay its fees and expenses, unless
otherwise determined by the arbitrator.
6.9 Notices. All notices, demands or other communications to
-------
be given or delivered hereunder or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been properly served if (a)
delivered personally, (b) delivered by a recognized overnight courier service,
(c) sent by certified mail, return receipt requested and first class postage
prepaid, or (d) sent by facsimile transmission followed by a confirmation copy
delivered by a recognized overnight courier service the next day. Such notices,
demands and other communications shall be sent to the address first set forth
above, or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party. Date
of service of such notice shall be (i) the date such notice is personally
delivered or sent by facsimile transmission (with issuance by the transmitting
machine of a confirmation of successful transmission), (ii) the date of receipt
if sent by certified mail, or (iii) the date of receipt if sent by overnight
courier.
6.10 Counterparts. This Agreement may be executed in multiple
------------
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same Agreement.
5
6.11 Descriptive Heading; Interpretation. The descriptive
-----------------------------------
headings in this Agreement are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
COMPANY: Pharmaceutical Product
Development, Inc.
By: /s/Xxxx X. Xxxxxxxx
-------------------
Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
EMPLOYEE:
By: /s/Xxxx X. Xxxxxxxxx, Xx.
------------------------
Name: Xxxx X. Xxxxxxxxx, Xx.
6
