Exhibit 10.15
Schedule A
Pursuant to Item 601(a)(4), Instruction 2, of Regulation S-K, the Company
has not filed the Executive Employment Letters for the following named
executives:
Xx. Xxxxxxx X. Xxxxxxx
Xx. Xxxxxxx X. Xxxxxxx
Xx. Xxxxx X. Xxxxxxxxx
Such letters are substantially similar to the Executive Employment Letter
for Xx. Xxx X. Xxxxx, attached hereto.
A-1
[Covance letterhead]
20 November 1996
Xx. Xxx X. Xxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Re: Employment Letter Agreement (the "Agreement")
Dear Xxx:
As we move toward establishing Covance Inc. (formerly Corning Pharmaceutical
Services Inc.) ("Covance") as an independent publicly owned company, it is my
pleasure to formally confirm that you are an important member of my management
team, and, as such, I would like to communicate to you certain compensation
matters which will be part of the executive policies which govern Covance once
the impending spin-off from Corning Incorporated ("Corning") and Corning
Clinical Laboratories ("CCL") is completed. The terms and conditions of this
letter supersede and replace any and all previous offer letters, employment
agreements or oral representations regarding employment made to you (other than
any confidentiality or non-competition agreements you have signed, which shall
continue in full force and effect and in addition to any of the provisions
contained in this Agreement).
Position
As a Corporate Senior Vice President of Covance and Group President of Covance's
clinical and periapproval operations, your duties include managing the domestic
and international clinical and periapproval operations of Covance, and such
other duties as may be incidental to the foregoing or as the Chief Executive
Officer of Covance (the "CEO") or his designee may assign to you. You will
report to the CEO or his designee.
Salary and Bonus
Your 1997 salary will be $340,000 per year effective at the time of the
completion of the spin-off of Covance from Corning and CCL described in
Covance's Form 10 dated September 20, 1996 and filed with the Securities and
Exchange Commission (the "Spin-Off"). Your next scheduled merit increase will
occur on January 1, 1998.
You will participate in the Covance 1997 Compensation Plan (the "Bonus Plan").
The Bonus Plan provides that upon satisfaction of certain financial goals for
both Covance and your business unit established by the Covance Board of
Directors, you shall receive an annual incentive equal to 55% of your annual
base salary at the time the goals are set for such year; provided, however, that
your payout, if any, under the Bonus Plan for 1997 shall be computed using your
salary specified above. The Bonus Plan also provides that you may earn up to
110% of your then current annual base salary for such year if Covance and your
business unit have outstanding results, again as determined by the Covance Board
of Directors. Any annual incentive compensation in excess of 55% of your annual
base salary may be paid to you in stock options as determined by the Covance
Board of Directors, the details of which would be specified in a Stock Option
Agreement to be entered into pursuant to Covance's Employee Equity Participation
Program. Actual awards will be determined by the Covance Board of Directors
after the end of the applicable performance year and shall be paid to you
shortly thereafter. The annual incentive targets may be increased, but not
decreased, while you are employed by Covance.
Pension Plan
You are not vested in any pension benefit under Xxxxxxx's pension. In its place,
a supplemental executive retirement plan ("SERP") is being developed for the
senior executives of Covance in which you will participate. The SERP will be a
non-qualified, unfunded retirement plan designed to provide retirement benefits
to you starting at age 60 with provisions enabling you to begin receiving
reduced benefits it you retire at age 55. A copy of the plan will be sent you as
soon as it is approved and available.
Investment and Benefit Plans
All of your current Covance employee benefit plans (other than those plans
offering Corning equities, such as the Employee Stock Purchase Plan) will
continue in effect after the Spin-Off with such modifications as Covance deems
necessary or advisable. You will continue to be eligible to participate in these
Covance plans (e.g., medical, dental, disability, life insurance, 401(k) savings
plan, ESOP, employee stock purchase plan) in accordance with the terms and
conditions of those plans.
Auto and Financial Counseling Allowance
You will continue to receive a gross monthly auto allowance of $1,070 per month.
In addition, you will also be eligible to participate in other perquisites
and/or benefits programs as are offered to all other senior executives of
Covance as a class. These include a tax/financial counseling allowance of $6,000
per year under the terms of the Covance plan. Any expenses actually incurred
under this plan will be grossed up for tax purposes at an incremental income tax
rate of 45%.
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Existing Options and Other Long Term Incentives
At the time of the Spin-Off, your existing Corning long-term incentives (stock
options and restricted stock) will be treated in accordance with the terms
outlined below:
1. All Corning stock options (other than CPP-6 stock options)
will be converted into Covance stock options. The
conversion will take place in such a way to preserve the
inherent gain you have in the Corning stock options at the
time of the Spin-Off. In addition, all other option terms
(e.g. term of option, vesting dates, ISO status, forfeiture
provisions, etc.) will be preserved. Specific details
regarding the conversion of your stock options will be
provided to you at a later date.
2. Two-thirds of the Corning CPP-6 stock options will be
converted into Covance stock options (under conditions
similar to those noted above). The remaining one-third of
your Corning CPP-6 stock options will be forfeited and
canceled.
3. Specific details regarding the treatment of all of your
outstanding Corning restricted shares will be provided to
you at a later date.
Future Equity Awards
You may be awarded from time to time additional compensation (such as stock
options or restricted stock) pursuant to Covance's Employee Equity Participation
Program or any additional or replacement incentive compensation or long-term
compensation program established by Covance for its senior officers. Any awards
under such programs, except as provided below, shall be at such levels or in
such amounts as Covance's Board of Directors deems, in its sole discretion,
appropriate for your position and the performance of your duties.
In conjunction with your first year participation in Covance's Employee Equity
Participation Program, Covance shall grant to you, on the terms set forth below,
that number of shares of Covance's common stock, subject to certain restrictions
(the "Restricted Stock"), and options to purchase Covance's common stock (the
"Stock Options"), that have in the aggregate a present value equal to not less
than $447,750 (the "First Grant Value"). The First Grant Value shall consist of
Stock Options and Restricted Stock in the ratio of three Stock Options for every
share of Restricted Stock. Each Stock Option shall be worth a present value
amount equal to the product of (i) the fair market value of Covance's common
stock and (ii) .33. The fair market value of Covance's common stock shall be
determined based on the weighted average per share price of each trade of
Covance's common stock occurring during normal trading hours of the first five
days of "regular way" trading after completion of the Spin-Off. The rights,
obligations and other conditions of the Restricted Stock and the Stock Options
shall be as specified in that certain Incentive Stock Agreement and Stock Option
Agreement, in each case between you and Covance.
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Severance
Except as specified below under the paragraph headed "Change of Control",
Covance guarantees that should you be involuntarily terminated for reasons other
than for Cause, you will receive an amount equal to the sum of (a) two years
base salary (payable on the normal payroll cycle) determined at the time of
termination, and (b) two years of the annual incentive bonus (payable on the
normal bonus cycles) in an amount equal for each such year to the product of
your base salary in effect at termination and 55% (the sum of (a) and (b) being,
collectively, the "Termination Payments").
"Cause" shall mean (i) your convictions of a felony or a misdemeanor if such
misdemeanor involves moral turpitude; (ii) your committing any act of gross
negligence or intentional misconduct in the performance or non-performance of
your duties as an employee of Covance or its affiliates, including, any actions
which constitute sexual harassment under applicable laws, rules or regulations;
(iii) your failure to perform your duties assigned for a period of thirty (30)
or more days unless such failure is caused by an Extended Disability; or (iv)
misappropriation of assets, personal dishonesty or intentional misrepresentation
of facts which may cause Covance or its affiliates financial or reputational
harm.
Should such involuntary termination occur because of an Extended Disability, and
not for any other reason that constitutes Cause, for 120 consecutive days where
you have not returned to your duties on a full-time basis after the expiration
of such 120 day period within 30 days after written notice of termination is
given to you, Covance shall pay to you the Termination Payments at the times
specified above.
Extended Disability shall (i) mean you are unable, as a result of a medically
determinable physical or mental impairment, to perform the duties and services
of your position, or (ii) have the meaning specified in any disability insurance
policy maintained by Covance, whichever is more favorable to you.
Except as may be otherwise provided in applicable Covance compensation and
benefit plans, Covance shall not be liable for any salary or benefit payments to
you beyond the date of your voluntary termination of employment with Covance. In
the event of a termination of employment for Cause or Extended Disability, you
shall not be entitled to any compensation or other benefits not already earned
and owing to you on account of your services on the date of such termination of
employment except as provided above with respect to a termination for Extended
Disability.
Medical, dental, disability and life insurance will be continued, to the extent
they are not otherwise prohibited under the respective plans, while you are
receiving the Termination Payments.
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Change of Control
Should your employment be terminated by Covance (for reasons other than Cause),
or should your duties as Corporate Senior Vice President be diminished in any
respect (a "Constructive Termination") (either event being referred to herein as
an "Event of Termination"), in each case within 12 months following a
Change-of-Control (as defined below), you will be entitled to a lump sum payment
equal to the sum of (1) the product of (a) 3 and (b) your base annual salary in
effect at the time of your involuntary or Constructive Termination and (2) the
product of (a) 3 and (b) number that is 55% of your base annual salary in effect
at the time of your involuntary or Constructive Termination. Such payment will
be made within 60 days of your involuntary or Constructive Termination. In
addition to, and as a result of, the foregoing (i) all of your 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 and
(ii) you shall be entitled to receive any payments calculated pursuant to the
paragraph headed "Certain Additional Payments by Covance".
For purposes of this Agreement, a Change-of-Control is defined to be:
(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 Covance's securities representing 20% or more of the
combined voting power of Covance'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 Covance's Board of
Directors are different then the individuals who served on Covance'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 (in each case either
individually or in the aggregate); or
(iii) Covance shareholders approve a merger, or consolidation (where
in each case Covance is not the survivor thereof), or sale or disposition of all
or substantially all of Covance's assets or a plan or partial or complete
liquidation; or
(iv) an offerer (other than Covance) purchases shares of the
Company's common stock pursuant to a tender or exchange offer for such shares.
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 your
involuntary or Constructive Termination following a Change-of-Control.
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Certain Additional Payments by Covance
(a) Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment or distribution by, to or for
the benefit of you, whether made under this Agreement or otherwise (a
"Payment"), would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Excise Tax"), then you shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by you of all taxes (including any Excise Tax) imposed
upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to
the Excise Tax imposed upon the Payments.
(b) All determinations required to be made under these provisions,
including whether a Gross-Up Payment is required and the amount of such Gross-Up
Payment, shall be made by the accounting firm utilized by Covance for the
preparation of its annual external financial statements (the "Accounting Firm")
which shall provide detailed supporting calculations both to Covance and you
within 30 days of the Event of Termination, if applicable, or such earlier time
as is requested by Covance. The Gross-Up Payment, if any, as determined pursuant
to this Paragraph (b), shall be paid to you within 10 days of the receipt of the
Accounting Firm's determination. Any determination by the Accounting Firm shall
be binding upon Covance and you. If subsequent final determinations of the
Excise Tax made by the Internal Revenue Service give rise to additional Excise
Tax, then additional Gross-Up Payments shall be made by Covance to you within 10
days after the notice is received by Covance of such final determination.
(c) You shall notify Covance in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by Covance of a
Gross-Up Payment. Such notification shall be given as soon as practicable but no
later than 10 business days after you know of such claim. You shall not pay such
claim prior to the expiration of the thirty-day period following the date on
which you give such notice to Covance (or such shorter period ending on the date
that any payment of taxes with respect to such claim is due). If Covance
notifies you in writing prior to the expiration of such period that it desires
to contest such claim, you shall:
(i) give Covance any information reasonably requested by
Covance relating too such claim,
(ii) take such action in connection with contesting such
claims as Covance shall reasonably request in writing from time to
time, including, without limitation, accepting legal representation
with respect to such claim by an attorney selected by Covance,
(iii) cooperate with Covance in good faith in order
effectively to contest such claim, and
(iv) permit Covance to participate in any proceedings
relating to such claim;
6
provided, however, that Covance shall bear all costs and expenses incurred in
connection with such contest and shall indemnify and hold you harmless, on an
after-tax basis, for any Excise Tax or income tax imposed as a result of such
contest or representation and payment of costs and expenses. Covance shall
control all proceedings taken in connection with such contest. Covance may, at
its sole option, either direct you to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and you agree to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as Covance shall
determine; provided, however, that if Covance directs you to pay such claim and
sue for a refund, Covance shall advance the amount of such payment to you on an
interest-free basis and shall indemnify and hold you harmless, on an after-tax
basis, from any Excise Tax or income tax imposed with respect to such advance.
(d) If , after the receipt by you of an amount advanced by Covance
pursuant to Paragraph (c), you become entitled to receive any refund with
respect to such claim, you shall promptly pay to Covance the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by you of an amount advanced by
Covance pursuant to Paragraph (c), a final determination is made that you shall
not be entitled to any refund with respect to such claim, then such advance
shall be forgiven and shall not be required to be repaid and the amount of such
advance shall offset the amount of Gross-Up Payment required to be paid.
Confidentiality
Covance possesses and will continue to possess trade secrets or other
information which has been created, discovered, developed by or otherwise become
known to Covance, or in which property rights have been assigned or otherwise
conveyed to Covance, which information has commercial value with respect to the
business and operations of Covance or the business and operations of its
subsidiaries or its affiliates, including, but not limited to, information
regarding sales, costs, customers, employees, products, services, apparatus,
equipment, processes, formulae, marketing, or the organization, business or
finances of Covance or its subsidiaries or its affiliates, or any information
you have reason to know Covance would like to treat as confidential for any
purpose, such as maintaining a competitive advantage or avoiding undesirable
publicity, whether or not developed by you ("Confidential Information"). Unless
previously authorized in writing or instructed in writing by Covance, you will
not, from and after the date of employment with Covance, directly or indirectly,
use for your own benefit or purposes, or disclose to, or use for the benefit or
purposes of, anyone other than Covance or its subsidiaries or affiliates, any
Confidential Information, unless and until, and then only to the extent that,
such Confidential Information has (a) been or becomes published, or is or
becomes generally known in the trade through no fault of you, or (b) such
information is made known and available to you by a third party, who, by such
disclosure to you does not breach any duty or obligation to Covance or its
subsidiaries or affiliates.
In the event you become legally compelled to disclose any of the Confidential
Information, you will provide Covance with prompt notice so that Covance may
seek a protective order or other appropriate remedy and/or waive compliance with
the provisions of this Agreement. If,
7
in the absence of a protective order or the receipt of a waiver hereunder, you
are nonetheless legally required to disclose Confidential Information to any
tribunal or else stand liable for contempt or suffer other censure or penalty,
you may disclose such Confidential Information to such tribunal without
liability hereunder.
Upon termination of your employment with Covance, you will deliver to Covance
all written embodiments of the Confidential Information, including all notes,
drawings, records, reports, pertaining to work done by you during your
employment with Covance and all other matters of secret or confidential nature
relating to Covance's business.
Non-Competition
You acknowledge that the services to be rendered by you to Covance are of a
special and unusual character, with a unique value to Covance, the loss of which
cannot adequately be compensated by damages or an action at law. In view of the
unique value to Covance of such services for which you are employed at Covance,
because of the Confidential Information obtained by, or disclosed to you, and as
a material inducement to Covance to compensate you as well as provide you with
additional benefits and other good and valuable consideration, you covenant and
agree that:
(a) Unless authorized by Covance's Board of Directors in writing, you
shall not, during your employment with Covance and for one year after the
expiration of your employment with Covance (the "Post Employment Term", your
employment with Covance and the Post Employment Term, being, collectively, the
"Period"), become employed by, become a director, officer, shareholder or
partner of, or to otherwise enter into, conduct, or advise any business, whether
directly or indirectly, which offers services or products in the United States
and any other geographical regions where Covance, or its subsidiaries or its
affiliates, is then offering its services or products in competition with
services or products sold by Covance, or its subsidiaries or its affiliates at
any time during the Period in the United States or such region, including,
without limitation, the conduct of contract pre-clinical toxicology laboratory
services, contract biopharmaceutical clinical laboratory services, contract
bioprocessing or manufacturing services, contract drug packaging services, Phase
I, II, III or IV clinical studies or outcomes or disease management studies
(collectively, the "Covance Services"); provided that you shall not be bound by
the restrictions contained in this provision (a) unless Covance has made all
payments to you which are due and owing to you under this Agreement or any plan
or bonus or incentive plan of Covance, including any equity incentive or bonus
incentive plan of Covance, or otherwise; provided, further, that if you have
been dismissed by Covance for Cause or you have voluntarily terminated your
employment with Covance for any reason or no reason, you shall not be bound by
the foregoing provisions of this paragraph (a) during the Post Employment Term
unless Covance has made to you the payments specified above under "Severance".
Nothing herein shall restrict you in your employment in any capacity by a
corporation or entity engaged substantially in the manufacture or sale of
pharmaceuticals, or any other business which does not offer Covance Services.
Ownership of not more than 1% of the issued and outstanding shares of any
8
class of securities of a corporation, the securities of which are traded on a
national securities exchange or in the over-the-counter market, shall not cause
you to be deemed a shareholder under this provision.
(b) During the Period, you shall not, directly or indirectly,
solicit, divert or accept any business from any customer of Covance, its
subsidiaries or affiliates to the detriment of any of the foregoing or seek to
cause any such customers to refrain from doing business with or patronizing
Covance, its subsidiaries or its affiliates.
(c) During the Period, you shall not, directly or indirectly, solicit
or induce for employment any employee of Covance or any of its subsidiaries or
affiliates or otherwise encourage any employee of Covance or any of its
subsidiaries or affiliates to leave Covance, or any of its subsidiaries or
affiliates. For purposes of this Agreement, advertisements in trade magazines,
use of executive search firms and other conventional means of obtaining
employees shall not be construed as solicitation, inducements or encouragement
unless the party utilizing such conventional means specifically directs the
efforts at employee(s) with whom the party may not have contact pursuant to the
terms of this Agreement.
(d) For purposes of this Agreement, the term "directly or indirectly"
shall be construed in its broadest sense and shall include the activities of the
members of your immediate family or any partnership, or as otherwise specified
above, and the term "customer" shall mean any person or entity to which Covance
has sold services during the one-year period prior to the date you ceased
employment with Covance or any persons or entities targeted by Covance or
contacted for the purpose of selling such services during such one-year period
which you knew about or reasonably should have known about.
Ownership of Know-How, Inventions and Other Intellectual Property
All the know-how, innovations, inventions, discoveries, improvements,
procedures, programs, formulae and specifications which have been or may be
either, directly or indirectly, developed, conceived or made by you in
connection with your employment with Covance, whether or not in concert with
other employees or shown or delivered to Covance or any of its subsidiaries or
its affiliates, and whether or not they are eligible for patent, copyright,
trademark, trade secret or other legal protection, shall be the exclusive
property of Covance and you shall, at Covance's request and expense, promptly
execute any and all documents or instruments which may be necessary to evidence
such ownership.
Obligations of this Agreement cover any and all inventions, discoveries or
improvements, directly or indirectly, conceived or made by you in connection
with your employment with Covance prior to the date of this Agreement.
You will communicate to Covance promptly and fully all improvements and
inventions you make or conceive (either solely or jointly with others) during
the period of your employment
9
with Covance and conceived by you during the Post Employment Term if based on or
related to your employment at Covance.
Patents
You will, during and after the Period, at Covance's request and expense but
without additional compensation, assist Covance and its nominees in every proper
way to obtain and to vest in Covance or its nominees, title to patents on such
improvements and inventions in all countries, by executing all necessary or
desirable documents, including applications for patents and assignments thereof.
Records and Documents
Except in the performance of your duties as an employee of Covance, you will not
at any time or in any manner make or cause to be made any copies, pictures,
duplicates, facsimiles, or other reproductions, recordings, abstracts, or
summaries of any reports, studies, memoranda, correspondence, manuals, customer
lists, software, records, formulae, plans, or other written, printed, or
otherwise recorded material of any kind whatever belonging to or in the
possession of Covance or its subsidiaries or affiliates, which may be produced
or created by you or others, or which may come into your possession in the
course of your employment, or which relate in any manner to the then current or
prospective business of Covance, its subsidiaries or its affiliates. You shall
have no right, title or interest in any such materials, and you agree that you
have not removed and will not remove such materials without the prior written
consent of Covance or its subsidiaries or affiliates, as applicable, and that
you will surrender all such material to Covance immediately upon your
termination or departure from Covance, or at any time prior thereto upon the
request of Covance.
Injunctive Relief
You agree that the remedies available to Covance at law for any breach of any of
your obligations under this Agreement may be inadequate, and you accordingly
agree and consent that temporary or permanent injunctive relief, and/or an order
of specific performance, may be granted in any proceeding which may be brought
to enforce any provision hereof, without the necessity of proof of actual
damage, in addition to any other remedies available to Covance at law.
Outplacement
In the event you are involuntarily or Constructively Terminated as a result of a
Change-of-Control or for other reasons that do not constitute Cause, Covance
shall provide for you, at Covance's cost, executive outplacement support for
one-year following such termination.
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Condition Subsequent
This Agreement shall be null and void and of no force or effect if the Spin-Off
is not consummated.
Release
In the event you are terminated or Constructively Terminated without Cause, the
obligation of Covance to make to you any or all of the payments specified under
this Agreement (including, without limitation, the Termination Payments or the
payments specified under the paragraph headed "Change of Control") shall be
subject to your execution and delivery to Covance of a release in form and
substance reasonably satisfactory to Covance of all claims, demands, suits or
actions, whether in law or at equity, you have or may have relating to or giving
rise from such termination or Constructive Termination.
General
The terms of your outstanding housing loan with Covance remain unchanged. In
addition, provisions of employment relating to health benefits, vacation and
reimbursement for business expenses, professional dues, etc. remain unchanged
and will be administered in accordance with company policies, as they may be
amended, modified or supplemented from time to time. This Agreement shall be
governed by and construed in accordance with the laws of the State of New
Jersey.
The failure of either party at any time to require performance by the other
party of any provision hereof shall not affect in any way the full right to
require such performance at any time thereafter, nor shall a waiver by either
party of a breach of any provision hereof be taken or held to be a waiver of
future performance under the provision itself.
You hereby expressly agree that all of the covenants in this Agreement are
reasonable and necessary in order to protect Covance and its business. If any
provision or any part of any provision of this Agreement shall be invalid or
unenforceable under applicable law, such part shall be ineffective only to the
extent of such invalidity or unenforceability and shall not affect in any way
the validity or enforceability of the remaining provisions of this Agreement, or
the remaining parts of such provision.
This Agreement shall be binding on and inure to the benefit of the parties
hereto and their heirs, executors, legal representatives, successors and
assigns. Except in the event of a transfer to a successor corporation or other
entity or affiliate of Covance, neither party shall have the right to assign its
rights or delegate its obligations, or all or any portion of its rights or
interests under this Agreement without the prior written consent of the other
party hereto.
Any notice, request, demand, or other communication required or permitted by
this Agreement shall be deemed to be properly given if delivered by hand or when
mailed
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certified, registered or first class mail or overnight courier with postage
or shipping charge prepaid, addressed to Covance at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxxxx 00000, Attention: CEO and to you at your address specified
above, and all such notices shall be deemed effective at the time of delivery or
at the time delivery is refused by the addressee upon participation. The
addresses for the purpose of this Paragraph may be changed only by giving
written notice of such change in the manner provided herein for giving notices.
The captions of the Paragraphs herein are inserted as a matter of convenience
only and in no way define, limit or describe the scope of this Agreement or any
provisions hereof.
This Agreement sets forth the entire agreement and understanding between the
parties hereto as to the subject matter hereof, and as such supersedes in its
entirety any existing agreement, whether oral or written, between you and
Covance, except as expressly otherwise provided to the contrary under this
Agreement.
This Agreement may be amended only by a written instrument signed by both
parties hereto making specific reference to this Agreement and expressing the
plan or intention to modify it.
Please indicate your agreement with the terms and conditions of this Agreement
by signing one copy of this Agreement and returning it to my attention.
Very truly yours,
/s/ Xxxxxxxxxxx X. Xxxxxxx
Xxxxxxxxxxx X. Xxxxxxx
President and CEO
CAK\JSH\rh
Accepted as of the date first above specified:
By: /s/ Xx. Xxx X. Xxxxx
-----------------------------------------
Xx. Xxx X. Xxxxx
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