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EXHIBIT (e)(4)
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") amends that certain
EMPLOYMENT AGREEMENT by and between CLINTRIALS RESEARCH INC., a Delaware
corporation ("Employer") and XXXXXXX XXXX ("Employee") dated as of December 29,
1997 (the "Employment Agreement") and is entered into between Employer and
Employee this 28th day of June, 2000.
WHEREAS, the parties wish to amend the Employment Agreement as set forth below;
IT IS ACCORDINGLY, AGREED AS FOLLOWS:
1. Section 2 of the Employment Agreement is amended to read in its entirety
as follows:
A. Term. The term of this Agreement shall be for a period commencing
on January 1, 1998 and ending December 31, 1998 except that the provisions
of Section 8 and 9 will survive the expiration or earlier termination of
this Agreement. This Agreement shall be automatically renewed for
additional and successive one (1) year periods unless either party provides
ninety (90) days notice prior to any anniversary date of its intent not to
renew this Agreement (the initial term and any and all renewal terms each
being a "Period of Employment"). Employee will continue to be paid full pay
and benefits during this ninety (90) period. In the event Employer elects
not to renew this Agreement upon any such anniversary date, Employee will
be entitled to receive a severance payment in an amount equal to Employee's
base monthly compensation (not including incentive compensation) at the
time of nonrenewal multiplied by twelve (12), payable in a lump sum, and
all unvested stock options shall become fully vested and shall remain
exercisable for the remainder of the stated term of such stock options,
regardless of whether the Employee continues to be employed by the
Employer.
2. Section 7c. of the Employment Agreement is amended to read in its
entirety as follows:
A. Termination by Employer for Other Than Cause. Employer may
terminate the employment of Employee at any time upon written notice to the
Employee. In such an event, Employee shall be paid the amount of any unpaid
salary earned by the Employee up to and including the date of such
Termination by Employer, an amount equal to Employee" then current monthly
base salary multiplied by twelve (12), payable in a lump sum and any unpaid
vacation pay earned by him up to and including the date of such Termination
by Employer. Also for a twelve (12) month period from effective date of
Termination by Employer, Employer shall continue to make the employer
contributions necessary to maintain the Employee's coverage pursuant to all
benefit plans provided to the Employer by the Employer immediately prior to
such Termination by Employer. Employer shall deduct from payments payable
to the Employee pursuant to this Section the amount of any employee
contributions that were being paid by the Employee via payroll deduction
prior to the termination and that are necessary to maintain such coverage,
and Employee shall continue to be bound by the provisions of Sections 8 and
9 hereof and all unvested stock options shall become fully vested and shall
remain exercisable for the remainder of the stated term of such stock
options, regardless of whether the Employee continues to be employed by the
Employer.
3. Section 7F of the Employment Agreement is amended to read in its
entirety as follows:
A. Failure to Renew. If Employer gives Employee notice as provided in
Section 2 of its election not to renew this Agreement, Employee's
employment shall terminate upon the anniversary date. In such event,
Employee shall be paid the amount of any unpaid salary earned by the
Employee up to and including the date of such Failure to Renew by Employer,
an amount equal to Employee's then current monthly base salary multiplied
by twelve (12) in a lump sum and any unpaid vacation pay earned by him up
to and including the date of such Termination by Employer. Also for a
twelve (12) month period from the effective date of termination by
Employer, Employer shall continue to make the employer contributions
necessary to maintain the Employee's coverage pursuant to all benefit plans
provided to the Employee by the Employer immediately prior to such Failure
to Renew by Employer. The Employer
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shall deduct from any payments payable to the Employee pursuant to this
Section the amount of any employee contributions that were being paid by
the Employee via payroll deduction prior to failure to renew and that are
necessary to maintain such coverage, and Employee shall continue to be
bound by the provisions of Sections 8 and 9 hereof, and all unvested stock
options shall become fully vested and shall remain exercisable for the
remainder of the stated term of such stock options, regardless of whether
the Employee continues to be employed by the Employer.
4. The first paragraph of Section 7g of the Employment Agreement is amended
to read in its entirety as follows:
A. Change in Control. In the event there is a "Change in Control" of
the ownership of the Employer, and the Employee's employment with the
Employer is terminated as a result of such Change in Control, the Employee
shall be entitled to receive as a severance payment following such
termination an amount equal to Employee's base monthly compensation (not
including incentive compensation) at the time of termination multiplied by
twelve (12), payable in a lump sum. In addition, any earned but unpaid base
salary, incentive compensation and any unpaid vacation pay earned by him up
to and including the date of such termination as a result of Change in
Control will be paid. Also, for the twelve (12) month period following the
termination date, Employee will continue to receive the Employer
contributions necessary to maintain the Employee's coverage pursuant to all
benefit plans provided to the Employee by the Employer immediately prior to
such termination as a result of Change in Control. Employer shall deduct
from any payments payable to the Employee pursuant to this Section the
amount of any employee contributions that were being paid by Employee via
payroll deduction prior to the termination and that are necessary to
maintain such coverage. Further, any Stock Options granted to the Employee
will be fully vested upon a Change in Control, whether or not the Employee
is terminated and shall remain exercisable for the remainder of the stated
term of such stock options.
Termination shall be deemed to be a result of a Change in Control (I) if
such termination occurs within twelve (12) months following the Change in
Control; or (II) any change in the Employee's title, reporting
relationship, responsibilities or authority as in effect immediately prior
to any Change in Control is made within twelve (12) months of such Change
in Control and which adversely affects to a material degree his role in the
management of the Employer, or (III) if any reduction in the Employee's
salary paid to him by the Employer as in effect immediately prior to any
Change in Control or, if such salary has been subsequently increased at any
time or from time to time, any reduction in such increased salary; or (IV)
if any termination of the Employee's employee benefit programs, including
but not limited to, any stock option plan, investment plan, savings plan,
incentive compensation plan or life insurance, medical plans or disability
plans provided by the Employer to the Employee and in which the Employee is
participating or under which the Employer is covered, all is in effect
immediately prior to any Change in Control; or (V) if there is any
requirement by the Employer that the Employee's position and principal
office be based and located more than twenty (20) miles outside the
boundaries of the principal office of the company immediately prior to the
Change in Control; or (VI) if any failure or refusal of the Employer to
renew this Employment Agreement under Section 2. After any Change in
Control shall have occurred.
A "Change in Control" shall be deemed to have occurred if (I) a tender
offer shall be made and consummated for the ownership of more than 50% of
the outstanding voting securities of the Employer, (II) the Employer shall
be merged or consolidated with another corporation and as a result of such
merger or consolidation less than 50% of the outstanding voting securities
of the surviving or resulting corporation shall be owned on the aggregate
by the former shareholders of the Employer, as the same shall have existed
immediately prior to such merger or consolidation, (III) the Employer shall
sell all, or substantially all, of its assets to another corporation that
is not a wholly-owned subsidiary, or (IV) a person, within the meaning of
Section 3 (a)(9) or of Section 13 (d)(3) (as in effect on the date hereof)
of the Securities and Exchange Act of 1934 ("Exchange Act"), shall acquire
more than 50% of the outstanding voting securities of the Employer (whether
directly, indirectly, beneficially or of record). For purposes hereof,
ownership of voting securities shall take into account and shall include
ownership as
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determined by applying the provisions of Rule 13d-3(d)(1)(I) (as in effect
on the date hereof) pursuant to the Exchange Act.
B. Supersedes Prior Benefits. The provisions of this Section 7
concerning payments to Employee upon termination of employment shall
supersede and replace all other severance and termination agreements in
effect prior to or after the date hereof, including without limitation, the
provisions of this Agreement shall supersede the Employee Manual where
inconsistent. Whenever Section 7 of this Agreement requires or permits the
payment of an amount of money calculated by reference to the Employee's
base salary, the payment of such amount to Employee shall be deemed a
severance and/or termination payment and shall not be deemed to extend the
period of employment during the time which such payments are made or to
require the provision of Employer of any benefits to Employee during such
period of time, other than those benefits which may be required by
applicable law to be provided.
5. In all other respects, the Employment Agreement of December 29, 1997 is
hereby ratified and affirmed.
EMPLOYER:
CLINTRIALS RESEARCH, INC.
/s/ XXXX X. XXXXXXXXX
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By: Xxxx X. Xxxxxxxxx
Title: Executive Vice President -- Worldwide Operations
EMPLOYEE:
/s/ XXXXXXX XXXX
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Xxxxxxx Xxxx
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