Exhibit 10.20
[Covance Letterhead]
10 November 1998
Xx. Xxxxxxxxxxx Xxxxxxx
[address]
Re: Amendment No. 1 to Employment Agreement between
Xxxxxxxxxxx Xxxxxxx and Covance Inc.
Dear Xxxxx:
Please refer to that certain Employment Agreement between you and Covance Inc.
dated as of November 1, 1996 (the "Employment Agreement"). This Letter Agreement
will constitute Amendment No. 1 to the Employment Agreement and will amend the
Employment Agreement as follows:
1. Section IX(d) shall be amended to read in its entirety as follows:
"(d) Change-of-Control: In the event of an Event of Termination (as
defined below), Executive will be entitled to receive all of the
"Severance Benefits" described in paragraph (c) above, and, in addition:
(i) All stock options (including the Stock Options), restricted
stock (including the Restricted Stock), deferred compensation and
similar benefits which have not become vested on the date of an Event of
Termination shall become vested upon such Event.
(ii) The Executive shall be entitled to receive any payments
calculated pursuant to Section XVIII hereof.
(iii) In the event you are involved in any dispute about your
rights or obligations under this Agreement arising on or after a
Change-of-Control, the Company shall pay all legal costs and fees
incurred by you in connection with such dispute promptly upon receipt of
any invoice relating thereto.
(iv) The benefits set forth in Sections VIII(c) and VIII(d)
hereof and medical, dental, disability and life insurance will be
continued, to the extent they are not otherwise prohibited under the
respective plans, until you find other employment but not longer than
three years from the date of the Event of Termination.
For the purposes of this Agreement, an Event of Termination is defined
to be a termination of Executive's employment by the Company (for
reasons other than Cause)
or a Constructive Termination (as defined below) of Executive's
employment, in each case within 24 months following a
Change-of-Control (as defined below), or Executive's voluntary
termination of his employment for any reason or no reason during the
one-month period commencing twelve months following a
Change-of-Control and ending thirteen months after such
Change-of-Control (a "Voluntary Termination"); provided, however, a
Voluntary Termination shall not be an Event of Termination if it
arises from a Change-of-Control pursuant to subsection (iv) under the
definition of Change-of-Control unless the tender offer or exchange
offer is a tender or exchange offer for securities representing 20% or
more of the combined voting power of Covance's then outstanding
securities.
For purposes of this Agreement, a Change-Of-Control is defined to occur
when:
(i) any person (including as such term is used in Section 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934) becomes the
beneficial owner, directly or indirectly, of Company securities
representing 20% or more of the combined voting power of the Company's
then outstanding securities; or
(ii) as a result of a proxy contest or contests or other forms of
contested shareholder votes (in each case either individually or in the
aggregate), a majority of the individuals elected to serve on the
Company's Board of Directors are different than the individuals who
served on the Company's Board of Directors at any time within the two
years prior to such proxy contest or contests or other forms of
contested shareholder votes; or
(iii) the Company's shareholders approve a merger or
consolidation (where in each case the Company is not the survivor
thereof), or a sale or disposition of all or substantially all of the
Company's assets or a plan of partial or complete liquidation; or
(iv) an offeror (other than the Company) purchases shares of the
Company's common stock pursuant to a tender or exchange offer for such
shares.
For purposes of this Agreement, a Constructive Termination is defined to
be:
(i) a material breach by the Company of this Agreement,
including, without limitation, a reduction in your then current salary
or the percentage of base salary eligible for incentive compensation;
(ii) a diminution of Executive's responsibilities, status, title
or duties under this Agreement;
(iii) a relocation of Executive's work place which increases the
distance between Executive's principal residence and Executive's work
place by more than 25 miles;
(iv) a failure by the Company to provide Executive with benefits
which are as favorable to Executive in all material respects as those
provided immediately prior to the Change-of-Control; or
2
(v) the failure of any acquirer or successor in interest to the
business of the Company to agree in writing to be bound by the terms of
this Agreement within four months of any Change-of-Control."
2. Section IX(f) shall be amended to read in its entirety as follows:
If there has been an Event of Termination or if there has been no
Change-of-Control but Executive has been terminated without Cause, the
Company shall provide for Executive, at the Company's cost, executive
outplacement support for one year following such termination.
3. Section XVII(i) shall be amended to read in its entirety as follows:
If there has been an Event of Termination or if there has been no
Change-of-Control but Executive has been terminated without Cause, the
obligation of the Company to make to Executive any or all of the
payments specified under this Agreement (including, without limitation,
the payments specified in Section IX) shall be subject to Executive's
execution and delivery to the Company of a release in form and substance
reasonably satisfactory to the Company of all claims, demands, suits, or
actions, whether in law or at equity, Executive has or may have relating
to or giving rise from such Event of Termination or non-Cause
termination.
If the foregoing meets with your understanding of our Agreement, please so
indicate by signing this Agreement below.
Very truly yours,
COVANCE INC.
By:
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Xxxxxxx X. Xxxxxxx
Corporate Senior Vice President
ACCEPTED AND AGREED:
By:
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Xxxxxxxxxxx X. Xxxxxxx
