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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter the "Agreement"), made
this 1st day of January, 1998, by and between Pharmaceutical Product
Development, Inc., a North Carolina corporation with its principal office at
0000 00xx Xxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (hereinafter
"PPD"), and Xxxx X. Xxxxxx (hereinafter "Employee").
RECITALS:
A. Employee desires employment upon the terms and conditions
herein stated.
B. PPD desires to employ Employee upon the terms and
conditions herein stated.
C. Employee and PPD desire to embody in writing the terms and
conditions of such employment in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises,
covenants and considerations contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Employment. PPD hereby employs Employee and Employee hereby
accepts such employment on a full time basis as Chief Financial Officer upon the
terms and conditions hereinafter set forth.
2. Term. The term of this Agreement shall be for one year,
beginning January 1, 1998, and ending December 31, 1998, unless sooner
terminated as provided herein. Thereafter, this Agreement shall be automatically
renewed for successive one-year terms upon the terms and conditions herein set
forth and subject to salary adjustments as provided for in paragraph 9 below,
unless either party gives notice as herein provided to the other of said party's
intent not renew this Agreement not less than 60 days prior to the expiration of
the one-year term then in effect.
3. Salary. For all services rendered by Employee under this
Agreement, PPD Pharmaco shall pay to Employee an annual salary of $200,000 for
the initial one-year term hereof.
4. Duties. Employee shall have overall responsibility for and
decision making authority necessary to fulfill the duties of Chief Financial
Officer of PPD. Employee shall undertake such travel as required to perform the
duties prescribed herein. During the term of this Agreement, Employee shall
devote substantially all of his working time, attention and energies to the
business of PPD.
5. Working Facilities. PPD shall furnish Employee with office
space, equipment, technical, secretarial and clerical assistance and such other
facilities, services, support and supplies as may be reasonably needed to
perform the duties herein prescribed in an efficient and professional manner.
6. Non-Compete. During the term of this Agreement, Employee
hereby agrees that he shall not (a) become an officer, employee, director,
agent, representative, member, associate or consultant of or to a corporation,
partnership or other business entity or person, (b) directly or indirectly
acquire a proprietary interest in a corporation, partnership or other business
entity or person, or (c) directly or indirectly own any stock in a corporation
(other than a publicly traded corporation of which Employee owns less than five
percent (5%) of the outstanding stock) which is engaged in the business of
managing clinical research programs for pharmaceutical and medical products or
in any other business which is developed by PPD during the term of this
Agreement anywhere in the United States (whether or not such business is
physically located within the United States). The parties agree that the
business and operations of PPD are national in scope. For that reason, the
parties agree that a geographical limitation on the foregoing covenant is not
appropriate.
7. Termination. Notwithstanding any other provision of this
Agreement, PPD may terminate Employee's employment hereunder upon the occurrence
of any of the following events:
a. Death of Employee.
b. A determination by the Chief Executive Officer of PPD,
acting in good faith but made in his sole discretion, that Employee has failed
to substantially perform his duties under this Agreement.
c. A determination by the Chief Executive Officer of PPD,
acting in good faith but made in his sole discretion, 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) consecutive calendar days, (ii) has breached any of
the material terms of this Agreement, (iii) has demonstrated gross negligence or
willful misconduct in the execution of his duties, or (iv) has been convicted of
a felony.
8. Disclosure of Information. As a condition of employment
hereunder, Employee will execute as of the date of this Agreement that certain
Proprietary and Inventions Agreement attached hereto as Exhibit A and
incorporated herein by reference.
9. Benefits. During the term thereof, Employee shall be
entitled to participate in all benefits provided by PPD and its subsidiaries to
their employees
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generally, including but not limited to health insurance, disability insurance
and retirement plans, all of which are currently provided to employees of PPD
and its subsidiaries, subject to the eligibility requirements of any plan(s)
establishing same. Employee shall be subject to PPD's policies applicable to
other executive employees of PPD with respect to periodic reviews and increases
in salary, and shall be considered for and eligible to participate in benefits,
if any, provided generally by PPD to its executive employees, including but not
limited to issuance of stock options, cash bonuses, etc., in connection with
Employee's duties and performance as an executive employee.
10. Expenses. PPD Pharmaco shall pay all reasonable expenses
of Employee which are directly related to Employee's duties hereunder in
accordance with PPD's policy for reimbursement of employee expenses.
11. Remedies. In the event of Employee's actual or threatened
breach of the provisions of paragraph 6 of this Agreement, PPD shall be entitled
to a temporary restraining order and/or permanent injunction restraining
Employee from such breach. Nothing herein shall be construed as preventing PPD
from pursuing any other available remedies for such breach or threatened breach,
including recovery of damages from Employee and from any corporation,
partnership or other business entity or person with which the Employee has
entered or attempted to enter into a relationship.
12. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and may
not be altered or amended except by agreement in writing signed by the parties.
13. Waiver of Breach. Waiver by either party of a breach of
any provision of this Agreement by the other party shall not operate as a waiver
of any subsequent breach by the other party. No waiver shall be valid unless in
writing and signed by the party against whom the waiver is sought.
14. Severability. If any portion of this Agreement shall be
declared invalid by a court of competent jurisdiction, the remaining portion
shall continue in full force and effect as if this Agreement has been executed
with the invalid portion eliminated and this Agreement shall be so construed.
15. Benefit. This Agreement shall inure to the benefit of and
be binding upon PPD, its successors and assigns, and Employee, his heirs,
successors, assigns and personal representatives.
16. Applicable Law. This Agreement shall be governed by the
laws of the State of North Carolina.
17. Assignment. Neither party hereto may assign said party's
rights or obligations hereunder without the prior written consent of the other.
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18. Notice. Any notice required or permitted hereunder shall
be delivered in person or mailed certified mail, return receipt requested, if to
PPD at PPD's principal office in Wilmington, North Carolina at the address
hereinabove set forth, and if to Employee at PPD's principal office in
Wilmington, North Carolina, and shall be deemed received when actually received.
Any notice from Employee to PPD shall be addressed to the Chief Executive
Officer of PPD, with a copy to the General Counsel of PPD. Either party hereto
may change the notice address provided for herein upon ten days prior written
notice to the other in the manner prescribed for herein.
19. Arbitration. Any dispute, controversy or claim arising out
of or relating to this Agreement, including but not limited to any breach, or as
to its existence, validity, interpretation, performance or non-performance,
breach or damages, including claims in tort, shall be decided by a single
neutral arbitrator 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 arbitration shall be conducted
in accordance with the procedural laws of the United States Federal Arbitration
Act, as amended. The written decision of the arbitrator shall be final and
binding, and may be entered and enforced in any court of competent jurisdiction
and each party specifically acknowledges and agrees to waive 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.
20. 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 deferral, either of a similar or different nature, unless
expressly so stated in writing.
21. 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.
22. Descriptive Headings: 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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the date first hereinabove set forth.
PHARMACEUTICAL PRODUCT
DEVELOPMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
-----------------------------
Title: Chief Executive Officer
-----------------------------
/s/ Xxxx X. Xxxxxx
---------------------------- (SEAL)
Xxxx X. Xxxxxx
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