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EXHIBIT 10.11
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT is entered into as of the 22 day of
December, 1998, by and between COLLABORATIVE CLINICAL RESEARCH, INC., an Ohio
corporation (the "Company"), and Xxxxxxx Xxxxxx (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and the Employee (collectively "the Parties")
desire to enter into this Participation Agreement (the "Agreement") as
hereinafter set forth;
NOW, THEREFORE, the Company and Employee agree as follows:
1. PARTICIPATION. The Parties agree that the Employee is a Participant
in the Collaborative Clinical Research, Inc. Severance Benefit Plan (the "Plan")
as of the date of this Agreement. Furthermore, the Parties agree that the
Employee shall continue to be a Participant for so long as he or she satisfies
the conditions for participation set forth in said Plan, as the same may be
amended from time to time.
2. CONTROLLING PROVISIONS. The Employee and the Company agree to be
bound by the terms of the Plan, as the same may be amended from time to time.
3. SEVERANCE BENEFIT. The Parties agree that, if the Employee has an
involuntary Termination of Employment for a reason set forth in the Plan, other
than for "Cause," during the "Protected Period," as those terms are defined in
the Plan, or voluntarily terminates employment for a "Good Reason," as defined
in the Plan, during such Protected Period, the amount of the Employee's
severance benefit under the Plan shall be equal to the greater of 52 weeks of
Base Pay or the amount otherwise indicated in the Plan. Unless the Employee's
Base Pay, as defined in the Plan, increases between the date of this Agreement
and the date of such an involuntary Termination of Employment, the WEEKLY amount
of such severance benefit would be $2,307.60.
4. NOTICES. For purposes of this Agreement and the Plan, all
communications shall be in writing and shall be deemed to have been duly given
when hand delivered or mailed by United States registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:
(a) If the notice is to the Company:
Director of Human Resources
Collaborative Clinical Research, Inc.
000 Xx. Xxxx'x Xxxxx
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Xxxxxxxxxx, XX 00000
(b) If the notice is to the Employee:
Xxxxxxx Xxxxxx
000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
or to such other address as either party may have furnished to the other in
writing and in accordance herewith; except that notices of change of address
shall be effective only upon receipt.
5. ASSIGNMENT; BINDING EFFECT. This Agreement and the Plan shall be
binding upon and inure to the benefit of the parties to this Agreement and their
respective successors, heirs (in the case of the Employee) and permitted
assigns. No rights or obligations of the Company under this Agreement or the
Plan may be assigned or transferred by the Company except that such rights or
obligations may be assigned or transferred in connection with the sale or
transfer of the assets of the Company, provided that the assignee or transferee
is the successor to assets of the Company and such assignee or transferee
expressly assumes the liabilities, obligations and duties of the Company, as
contained in this Agreement and the Plan, either contractually or as a matter of
law. The Company further agrees that, in the event of a sale or transfer of
assets as described in the preceding sentence, it shall be a condition precedent
to the consummation of any such transaction that the assignee or transferee
expressly assumes the liabilities, obligations and duties of the Company under
this Agreement and the Plan. No rights or obligations of the Employee under this
Agreement or the Plan may be assigned or transferred by the Employee other than
the Employee's rights to compensation and benefits, which may be transferred
only by will or operation of law, except as provided in this Section 5.
The Employee shall be entitled, to the extent permitted under any
applicable law, to select and change a beneficiary or beneficiaries to receive
any compensation or benefits payable under the Plan and this Agreement following
the Employee's death by giving the Company written notice thereof. In the
absence of such a selection, any compensation or benefit payable under the Plan
or this Agreement following the death of the Employee shall be payable to the
Employee's spouse, or if such spouse shall not survive the Employee, to the
Employee's estate. In the event of the Employee's death or a judicial
determination of the Employee's incompetence, reference in the Plan or this
Agreement to the Employee shall be deemed, where appropriate, to refer to the
Employee's beneficiary, estate or other legal representative.
6. OUTPLACEMENT FEES. If the Employee becomes entitled to a Severance
Benefit under the Plan, the Company will pay for outplacement services to an
outplacement firm providing appropriate services for the Employee following his
or her Termination of Employment. The Employee must start utilizing the
outplacement services within thirty (30) days of his or her Termination of
Employment to receive this benefit. The amount the Company shall pay to
outplacement service shall not exceed five percent (5%) of the Employee's Annual
Base Pay.
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IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the day and year first above written.
COLLABORATIVE CLINICAL RESEARCH, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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EMPLOYEE
/s/ Xxxxxxx X. Xxxxxx
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