EMPLOYMENT SEPARATION AGREEMENT
EXHIBIT
10.15
PDI,
Inc., a Delaware corporation (the “Company”), having its principal place of
business at 0 Xxxxx 00 Xxxxx, Xxxxxx Xxxxx, Xxx Xxxxxx 00000, and Xxxxx Xxxxxxxx
(the “Executive”), agree:
1. Employment. The
Company hereby employs the Executive as EVP-General Manager commencing on June
1, 2005 which employment shall terminate upon reasonable notice by either party,
for any reason. Executive
understands and agrees that his employment with the Company is at will and
can
be terminated by either party, with or without notice, and for any or no
reason.
2. Termination
Benefits.
a. In
further consideration for Executive’s agreement to execute the PDI
Confidentiality, Non-Solicitation and Covenant Not to Compete Agreement (the
“Confidentiality Agreement”), the Company agrees that if it terminates the
Executive’s employment on or before May 31, 2007: (i) without cause; (ii) due to
a change in market conditions; or (iii) in connection with a Change of Control
(as defined below) or the Executive terminates his employment due to the
occurrence of any of the conditions described in Section 2b. below in connection
with a Change of Control, the Executive shall be paid a lump sum payment equal
to the product of twelve (12) times his Base Monthly Salary (as defined below),
subject to withholding for applicable federal, state and local income and
employment related taxes (the “Severance Payment”), and the Company will
accelerate the vesting of all equity based compensation, including but not
limited to any stock grant, option or other form of compensation, so that all
such compensation is fully vested and exercisable upon separation through the
end of 12 months from separation. The Company will amend any applicable plan
to
effectuate this agreement or, if legally prohibited, will pay the monetary
value
of such compensation; provided the Executive executes and does not revoke the
PDI Agreement and General Release given to him upon termination. The Executive
shall continue to be bound by the confidentiality, non-solicitation,
non-competition and other provisions set forth in the Confidentiality Agreement
for the periods set forth therein.
No
termination benefits will be paid if the Executive resigns or terminates his
employment for any reason other than for reasons set forth in Section 2(b)
below, or the Company terminates the Executive’s employment for Cause (as
defined below) as determined by the Chief Executive Officer, the President
or
the Board of Directors (the “Board”) of the Company.
b. Subject
to the terms and conditions set forth in Section 2a. above, the Executive shall
be entitled to a Severance Payment if he terminates his employment within two
years following the occurrence of a Change in Control because (i) the Executive
suffers a material adverse change in his status, title, position or
responsibilities; (ii) the Executive suffers a reduction in his annual base
salary; (iii) the Executive suffers a reduction in long term or deferred
compensation or other incentive opportunities; or (iv) the Executive suffers
a
material adverse change in his working conditions; provided, however, that
with
respect to items (i) through (iv) above, within 30 days of written notice by
the
Executive, the Company has not cured, or commenced to cure, such adverse change,
reduction or breach.
3. Definitions.
a. Cause
shall
mean (1) the willful failure or refusal to perform lawful directives of the
Company; (2) a willful violation of the Company’s policies and procedures that
has a material adverse impact upon the Company; (3) the willful failure to
adhere to moral and ethical business principles; (4) Executive's conviction
of a
felony, or a misdemeanor involving fraud or dishonesty (including entry of
a
nolo
contendere
plea);
or (5) any act of dishonesty or fraud in the commission of his duties,
provided, however; that as to items (1) and (3) above, the Company will provide
thirty (30) days advance written notice and an opportunity for Executive to
cure
such alleged breach.
b. Base
Monthly Salary
shall
mean an amount equal to one-twelfth of the sum of the Executive's then current
annual base salary. Base Monthly Salary shall not include incentives, bonus(es),
health and welfare benefits, car allowances, long term disability insurance
or
any other compensation or benefit provided to employees of the Company at the
executive level.
c. Change
of Control
shall
mean (1) any merger by the Company into another corporation or corporations
which results in the stockholders of the Company immediately prior to such
transaction owning less than 55% of the surviving corporation; (2) any
acquisition (by purchase, lease or otherwise) of all or substantially all of
the
assets of the Company by any person, corporation or other entity or group
thereof acting jointly; (3) the acquisition of beneficial ownership, directly
or
indirectly, of voting securities of the Company (defined as common stock of
the
Company or any securities having voting rights that the Company may issue in
the
future) and rights to acquire voting securities of the Company (defined as
including, without limitation, securities that are convertible into voting
securities of the Company (as defined above) and rights, options, warrants
and
other agreements or arrangements to acquire such voting securities) by any
person, corporation or other entity or group thereof acting jointly, in such
amount or amounts as would permit such person, corporation or other entity
or
group thereof acting jointly to elect a majority of the members of the Board,
as
then constituted; or (4) the acquisition of beneficial ownership, directly
or
indirectly, of voting securities and rights to acquire voting securities having
voting power equal to 25% or more of the combined voting power of the Company’s
then outstanding voting securities by any person, corporation or other entity
or
group thereof acting jointly unless such acquisition as is described in this
part (4) is ex-pressly approved by resolution of the Board passed upon
affirmative vote of not less than a majority of the Board and adopted at a
meeting of the Board held not later than the date of the next regularly
scheduled or special meeting held following the date the Company obtains actual
knowledge of such acquisition (which approval may be limited in purpose and
effect solely to affecting the rights of Executive under this Employment
Separation Agreement (this “Agreement”). Notwithstanding the preceding sentence,
(i) any transaction that involves a mere change in identity form or place of
organization within the meaning of Section 368(a)(1)(F) of the Internal Revenue
Code of 1986, as amended, or a transaction of similar effect, shall not
constitute a Change in Control.
4. Integration;
Amendment; Assignment.
This
Agreement and the Confidentiality Agreement constitute the entire agreement
between the parties hereto with respect to the matters set forth herein and
supersede and render of no force and effect all prior understandings and
agreements between the parties with respect to the matters set forth herein.
No
amendments or additions to this Agreement or the Confidentiality Agreement
shall
be binding unless in writing and signed by both parties. This agreement shall
be
binding upon the Company’s successors and assigns and Executive shall be able to
enforce this Agreement as to the Company’s successors and assigns.
5. Governing
Law; Headings.
This
Agreement and its construction, performance and enforceability shall be governed
by, and construed in accordance with, the laws of the State of New Jersey,
without regard to its conflicts of law provisions. Headings and titles herein
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
6. Jurisdiction.
Except
as otherwise provided for herein, each of the parties (a) irrevocably submits
to
the exclusive jurisdiction of any state court sitting in Bergen County, New
Jersey or federal court sitting in New Jersey in any action or proceeding
arising out of or relating to this Agreement; (b) agrees that all claims in
respect of the action or proceeding may be heard and determined in any such
court; (c) agrees not to bring any action or proceeding arising out of or
relating to this Agreement in any other court; and (d) waives any right such
party may have to a trial by jury with respect to any action or proceeding
arising out of or relating to this Agreement. Each of the parties waives any
defense of inconvenient forum to the maintenance of any action or proceedings
so
brought and waives any bond, surety or other security that might be required
of
any other party with respect thereto. Any party may make service on another
party by sending or delivering a copy of the process to the party to be served
at the address set forth above or such updated address as may be provided to
the
other party. Nothing in this Section 6, however, shall affect the right of
any
party to serve legal process in any other manner permitted by law.
IN
WITNESS WHEREOF
the
parties have duly executed this Employment Separation Agreement as of the date
first above written.
EXECUTIVE
____/s/
Xxxxx
Connolly_____
Xxxxx
Xxxxxxxx
Dated:
___5/23/05____________
PDI,
INC.
By:
____/s/ Xxxxxxx X. Saldarini______________
Xxxxxxx
X. Xxxxxxxxx
Vice
Chairman and Chief Executive Officer
Dated:
_________________________________
