EMPLOYMENT AGREEMENT BETWEEN TERRANCE J. BIEKER AND PHARMACEUTICAL RESEARCH ASSOCIATES, INC.
Exhibit 10.2
EMPLOYMENT AGREEMENT
BETWEEN
BETWEEN
XXXXXXXX X. XXXXXX
AND
PHARMACEUTICAL RESEARCH ASSOCIATES, INC.
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 14th day of December, 2006 (the
“Effective Date”), by and between Pharmaceutical Research Associates, Inc., a Virginia corporation
(“Employer”), having its principal office in the Commonwealth of Virginia, which is a wholly-owned
subsidiary of PRA International, a Delaware corporation (“PRA International”), and Xxxxxxxx X.
Xxxxxx (“Employee”).
WHEREAS, Employer and Employee desire to enter into an agreement for the employment by
Employer of Employee as Chief Executive Officer commencing on the Effective Date, serving on an
interim basis until his successor is appointed by Employer.
WHEREAS, by entering into this Agreement, the terms of the Employee’s employment with the
Employer will be governed by the terms and conditions of this Agreement and any other prior
agreement between the Employee and the Employer relating to the Employee’s employment with the
Employer or any of its affiliated entities is superseded by the terms of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth
below, which consideration is acknowledged by both parties to be good and sufficient, the parties
hereto agree as follows:
1. Position. Employer hereby agrees to employ Employee as of the Effective Date (as
defined herein) and Employee hereby accepts employment as of the Effective Date in the position of
Chief Executive Officer with appropriate title, rank, status and responsibilities as determined
from time to time by the Board of Directors of PRA International (“Board”) upon the terms and
conditions hereinafter set forth. Employee shall serve as a Class I member of the Board through the
expiration of the Class I term in 2008, but shall only receive compensation as a member of the
Board after the Employment Term.
2. Employment Period.
(a) The period of employment under this Agreement shall begin on the Effective Date and shall
end on the one-year anniversary of the Effective Date, or on the date his successor is appointed by
Employer and this Agreement is terminated, or unless this Agreement is otherwise terminated sooner,
pursuant to Section 7 of this Agreement. This Agreement shall not automatically renew upon the
expiration of its term, and continued employment thereafter by the Employee with Employer shall be
terminable by either party with or without cause and with or without notice unless the parties
enter into a separate written agreement for employment; provided, however, that Employee’s
obligations under Sections 9, 10, 11 and 12 of this Agreement shall survive the expiration of this
Agreement in any and all events (but Employer’s obligations under Section 7 shall not survive the
expiration of this Agreement).
(b) The period during which Employee is employed under the terms of this Agreement is the
“Employment Period.”
3. Duties. The Board shall have the power to determine the specific duties that shall
be performed by Employee and the means and manner by which those duties shall be performed, but
such duties shall be consistent with the executive position of Employee.
(a) During the Employment Period, Employee agrees to use his best efforts in the business of
Employer and to devote his full time, skill, attention and energies to the business of Employer.
Employee shall not be engaged in any other business activity which shall be competitive with the
business of Employer or which may (i) interfere with Employee’s ability to discharge his
responsibilities to Employer; or (ii) detract from the business of Employer. Employee shall not:
(i) work either on a part-time or independent contracting basis for any other company,
business or enterprise (excluding ViTA Business Ventures, Inc, for which Employee provides services
as of the Effective Date) without the prior written consent of the Board; or
(ii) serve on the board of directors or comparable governing body of any other material
business, civic or community corporation or similar entity without the prior written consent of the
Board (excluding those positions Employee holds and boards of directors on which Employee serves as
of the date of this Agreement, which positions and boards, if any, are listed on Exhibit A
hereto), which consent shall not be unreasonably withheld.
(b) Employee agrees to use his reasonable efforts to impart his skill and knowledge relating
to the business of Employer to such individuals as are designated by Employer, and to train such
individuals in the aspects of the business with which Employee is familiar.
4. Compensation . For all services rendered by Employee under this Agreement, for,
and in consideration of, Employee’s agreements and undertaking contained in this Agreement
(including, without limitation, those contained in Sections 9 and 10 below), and, subject to
Sections 7 and 8 below, during the Employment Period, Employer shall provide Employee with the
following:
(a) Base Salary. Employer shall pay to Employee, in equal bi-monthly installments, a
base salary of USD$425,000 per year, less applicable withholdings and deductions.
(b) Bonus. Employee shall be eligible to receive a bonus approved by the Compensation
Committee of the Board, with an annual bonus target of USD$250,000 based on a bonus year that is
the twelve-month period following the Effective Date (which amount shall be pro rated if Employee
is employed for less than a full year based on the actual number of days Employee is employed by
the Company during the applicable bonus year) less applicable withholdings and deductions.
Employee’s eligibility for bonus payments under the Bonus Plan shall be at the discretion of, and
shall be governed by such terms, if any, approved by, the Compensation Committee of the Board.
(c) Review. It is understood and agreed that the Compensation Committee of the Board
will review compensation matters of Employer on a regular basis, and will (on at least an annual
basis) set all annual bonus targets, salaries and benefits in which Employee shall be eligible to
participate.
5. Benefits. Employee shall be eligible to participate in Employer’s standard
benefits programs, which presently include health, life and disability insurance, and those
additional benefits (the “Additional Benefits”) currently offered to Employer’s executive staff. It
is agreed that the nature and amount of the Additional Benefits, if any, shall be determined from
time to time by the Compensation Committee of the Board, in its discretion, provided that no
Additional Benefits (as defined above) will be materially reduced. Employee shall be entitled to
paid vacation in accordance with the Employer’s vacation policies in effect for executive staff
during the Employment Period (currently 20 days of paid time off (“PTO”)).
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Employee shall be covered by the holiday policy of the Employer and, by any other pension or
retirement plan, disability benefit plan or any other benefit plan or arrangement of Employer
determined by the Board to be applicable to Employee.
6. Expense Reimbursement . Subject to such conditions as Employer may from time to
time determine and pursuant to Employer’s expense reimbursement policy then in place, Employer
shall reimburse Employee for reasonable expenses incurred by Employee in connection with the
business of Employer and the performance of Employee’s duties hereunder. Employee shall be entitled
to travel business class on all business related transoceanic airplane flights where the specific
segment of the flight is over 5 hours in length.
7. Termination . This Agreement may be terminated under the following circumstances,
having the consequences described in Sections 7 and 8:
(a) Death of Employee . This Agreement shall terminate immediately upon the death of
Employee. Should this Agreement be terminated pursuant to this Section 7(a), Employee shall be
entitled to Termination Payments as provided for in Section 7(e).
(b) Termination by Employer for Disability of Employee . If during the Employment
Period, Employee shall be prevented from performing his duties for a continuous period of one
hundred and eighty (180) days by reason of disability that renders Employee physically or mentally
incapable of performing substantially all of his duties under this Agreement (excluding infrequent
and temporary absences due to illness), Employer may terminate Employee’s employment hereunder. If
after a period of disability commences (but prior to termination of Employee’s employment),
Employee returns to work for a period of at least twenty (20) consecutive work days, the period of
disability shall terminate and not be counted towards any period of subsequent disability. For
purposes of this Agreement, Employer, upon the advice of a qualified and impartial physician, at
Employer’s expense, shall determine whether Employee has become physically or mentally incapable of
performing substantially all of his duties under this Agreement. Employer shall give Employee (or
his guardian, as applicable) thirty (30) days’ written notice of termination of the Employment
Period under this Section 7(b). Should the Employee be terminated pursuant to this Section 7(b),
Employee shall be entitled to Termination Payments as provided for in Section 7(e).
(c) Termination by Employer. This Agreement may be terminated by Employer for any
reason other than death or disability upon thirty (30) days’ written notice given to Employee.
Should the Employee be terminated pursuant to this Section 7(c), Employee shall be entitled to
Termination Payments as provided for in Section 7(e).
(d) Termination by the Employee. This Agreement may be terminated by Employee upon
thirty (30) days’ written notice given to Employer. In the event of termination by Employee
pursuant to this Section 7(d), Employer may immediately relieve Employee of all duties and
immediately terminate this Agreement. Should Employee be terminated pursuant to this Section 7(d),
Employee shall be entitled to Termination Payments as provided for in Section 7(e).
(e) Termination Payments. If Employee’s employment is terminated pursuant to Section
7, Employer shall provide Employee (or, in the case of his death, his estate, heirs or legal
representatives) (i) any and all accrued but unpaid base salary compensation (and accrued PTO, as
applicable) due to Employee as of the date on which the Employment Period ends, (ii) the pro rata
portion of any unpaid bonus awarded to Employee prior to termination pursuant to Section 4(b), and
(iii) in the event of a notice by Employer under Section 7(c) of an immediate termination of
Employee’s termination, thirty (30) days base salary following the date Employer notifies Employee
of its intent to immediately relieve Employee
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of his duties, in each case less applicable withholdings and deductions (collectively, the
“Termination Payments”) (the “Termination Date”), which shall be paid on the Termination Date.
Employee shall be entitled to continuation of his medical insurance benefits under COBRA at
Employee’s shared expense (such expense not to exceed the amount the employee paid while employed
by Employer) for a period of eighteen (18) months under one of the Company’s group medical plans.
8. Survival of Sections of this Agreement. Without regard to the reason for
termination of this Agreement or the employment of Employee, and notwithstanding anything contained
in this Agreement to the contrary, it is expressly understood and agreed that Employee’s
obligations under Sections 9, 10, 11 and 12 of this Agreement shall survive termination of this
Agreement in any and all events.
9. Confidential Information and Certain Property Matters.
(a) Employee recognizes that information, knowledge, contacts and experience relating to the
businesses, operations, properties, assets, liabilities and financial condition of Employer and the
markets and industries in which it operates, including, without limitation, information relating to
business plans and ideas, trade secrets, intellectual property, know-how, formulas, processes,
research and development, methods, policies, materials, results of operations, financial and
statistical data, personnel data and customers in and related to the markets and industries in
which Employer operates (“Confidential Information”), is considered by Employer to be valuable,
secret, confidential and proprietary. Employee hereby acknowledges and agrees that the Confidential
Information is valuable, secret, confidential and proprietary to Employer, and further agrees that
he shall not, at any time (whether during or after the Employment Period), make public, disclose,
divulge, furnish, release, transfer, sell or otherwise make available to any person any of the
Confidential Information, or otherwise use or disclose any of the same or allow any of the same to
be used or disclosed for any purpose, other than as may be permitted to Employee under this
Agreement. Notwithstanding the foregoing, Employee may, without violating this Section 9(a),
disclose Confidential Information if (i) such disclosure is required to comply with a valid court
order or any administrative law order or decree; (ii) Employee gives Employer advance written
notice of the required disclosure so that Employer may, if it wishes, seek an appropriate
protective order; and (iii) Employee, in any event, requests that any disclosed information be
afforded confidential treatment, to the greatest extent possible.
(b) Employee shall fully disclose to Employer all Inventions made or conceived by him during
the Employment Period that would be deemed applicable, useful or otherwise beneficial to or in
respect of the current business of Employer, in whole or in part. “Inventions” include, but are not
limited to, customer list compilations, machinery, apparatus, products, processes, results of
research and development (including without limitation results that constitute trade secrets, ideas
and writings), computer hardware, information systems, software (including without limitation
source code, object code, documentation, diagrams and flow charts) and any other discoveries,
concepts and ideas, whether patentable or not (including without limitation processes, methods,
formulas, and techniques, as well as improvements thereof or know-how related thereto, concerning
any present or prospective business activities of Employer). Any and all Inventions shall be the
absolute property of Employer or its designees, and Employee acknowledges that he shall have no
interest whatsoever in such Inventions. At the request of Employer and without additional
compensation, Employee (i) shall make application in due form for United States letters patent and
foreign letters patent on such Inventions, and shall assign to Employer all his right, title and
interest in such Inventions; (ii) shall execute any and all instruments and do any and all acts
necessary or desirable in connection with any such application for letters patent or in order to
establish and perfect in Employer the entire right, title and interest in such Inventions, patent
applications or patents; and (iii) shall execute any instruments necessary or desirable in
connection with any continuations, renewals or reissues thereof or in the conduct of any related
proceedings or litigation. Except as authorized by Employer in writing, Employee shall not
disclose, directly or indirectly, to any
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person other than Employer, any information relating to any Invention or any patent application
relating thereto.
(c) Employee hereby acknowledges and agrees that the work performed by Employee pursuant to
his employment by Employer will be specifically ordered or commissioned by Employer, and that such
work shall be considered a “work for hire” as defined in the Copyright Revision Act of 1976 (the
“Act”), granting Employer full ownership to the work and all rights comprised therein. In addition,
Employee hereby waives in favor of Employer any and all moral rights in the work contemplated by
this Section 9(c) that Employer now has or in the future may have. Should any work not fall within
the definition of a “work for hire” as set forth in such Act, Employee hereby transfers and assigns
to Employer full ownership of the copyright to the work and all rights comprised therein. Employee
shall sign all applications for registration of such copyright as are requested by Employer, and
shall sign all other writings and instruments and perform all other acts necessary or desirable to
carry out the terms of this Agreement.
10. Non-Competition and Non-Solicitation.
(a) Employee agrees that during the Employment Period (the “Noncompetition Period”), Employee
will not, within the country where Employee’s office with Employer is located, whether as owner,
manager, officer, director, employee, consultant or otherwise, be engaged or employed by a
Competing CRO to provide Customer Services that are the same or substantially related to the
Customer Services that Employee performs for Employer.
Employer acknowledges and agrees that ownership by Employee of not more than one percent (1.0%) of
the shares of any corporation having a class of equity securities actively traded on a national
securities exchange or on the Nasdaq Stock Market shall not be deemed, in and of itself, to violate
the prohibitions set forth in this section.
For the purposes of this Agreement, the term “Customer Services” means any product or service
provided by Employer to a third party for remuneration, including, but not limited to, on a
contract or outsourced basis, assisting pharmaceutical or biotechnology companies in developing and
taking drug compounds, biologics, and drug delivery devices through appropriate regulatory approval
processes during the Employment Period. “Customer” means any person or legal entity (and its
subsidiaries, agents, employees and representatives) about whom Employee has acquired material
information based on employment with Employer and as to whom Employee has been informed that
Employer provides or will provide Customer Services. “Competing CRO” means any of the following
entities and their affiliates and successors to the extent that and for so long as those said
entities, affiliates, and successors directly compete with Employer in the provision of Customer
Services to Customers: Xxxxxxx River Laboratories International, Inc., Covance Inc., ICON plc, INC
Research, Inc., Xxxxxx International Inc., MDS Pharma Services, PAREXEL International Corporation,
Pharmaceutical Product Development, Inc., PharmaNet, Quintiles Transnational Corp., United
BioSource Corporation, and United HealthCare Corporation.
(b) Employee agrees that he shall not, during the Employment Period, directly or indirectly,
whether as owner, manager, officer, director, employee, consultant or otherwise, solicit the
business of, or accept business from any Customer of Employer during the Employment Period, unless
the business being solicited or accepted is not in competition with or substantially similar to
Employer’s Customer Services or otherwise on behalf of Employer.
(c) Employee agrees that he shall not, during the Employment Period, directly or indirectly,
solicit or induce (or attempt to solicit or induce) to leave the employ of Employer or any of its
affiliates for any
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reason whatsoever any person employed by Employer or any of its affiliates at the time of the act
of solicitation or inducement.
(d) During and after the Employment Period, Employee agrees not to disparage Employer or any
of its affiliates. During and after the Employment Period, the officers with whom Employer works
agree not to disparage the character of Employee.
(e) Employee hereby specifically acknowledges and agrees that the provisions of this Section
10 are reasonable and necessary to protect the legitimate interests of Employer, and that Employee
desires to agree to the provisions of this Section 10. In the event that any of the provisions of
this Section 10 should ever be held to exceed the time, scope or geographic limitations permitted
by applicable law, it is hereby declared to be the intention of the parties hereto that such
provision be reformed to reflect the maximum time, scope and geographic limitations that are
permitted by such law.
(f) Employee hereby acknowledges and agrees that, owing to the special, unique and
extraordinary nature of the matters covered by this Section 10, in the event of any breach or
threatened breach by Employee of any of the provisions hereof, Employer would suffer substantial
and irreparable injury, which could not be fully compensated by monetary award alone, and Employer
would not have adequate remedy at law. Therefore, Employee agrees that, in such event, Employer
shall be entitled to temporary and/or permanent injunctive relief against Employee, without the
necessity of proving actual damages or of posting bond to enforce any of the provisions of this
Section 10, and Employee hereby waives the defenses, claims, or arguments that the matters are not
special, unique, and extraordinary, that Employer must prove actual damages, and that Employer has
an adequate remedy at law. In addition, Employee shall pay to Employer and Employer shall be
awarded the reasonable attorneys’ fees and costs incurred by Employer as a result of Employee’s
breach of Employee’s obligations contained in this Section 10.
(g) Employee further agrees that the rights and remedies described in this Section 10 are
cumulative and shall be in addition to and not in lieu of any other rights and remedies otherwise
available under this Agreement, or at law or in equity, including but not limited to monetary
damages.
(h) Notwithstanding any other provision of this Agreement, Employee further agrees that in the
event of any breach by Employee of any of the provisions of this Section 10, all obligations and
liabilities of Employer under this Agreement (including, but not limited to, Sections 6 and 7
hereof) shall immediately terminate and be extinguished.
11. Records. Upon termination of this Agreement for any reason, Employee shall
promptly deliver to Employer all property of Employer then in Employee’s possession or under his
control, including but not limited to: (i) any and all correspondence, mailing lists, drawings,
blueprints, manuals, letters, records, notes, notebooks, reports, flow-charts, programs, proposals,
computer tapes, discs and diskettes; (ii) any and all documents concerning or relating to
Employer’s business, clients, customers, investors or lenders, or concerning products, processes or
technologies used by Employer; (iii) any and all documents or materials containing or constituting
Confidential Information; and (iv) any laptops or computer equipment issued by Employer.
12. Arbitration. Except with respect to any attempt to obtain preliminary injunctive
relief to enforce the restrictive provisions of Section 10 this Agreement (in which case any such
matter may be brought initially in a court of competent jurisdiction for purposes of resolving any
request for preliminary injunctive relief), all disputes between Employer and Employee hereunder,
or otherwise arising out of the employment or termination of employment of Employee, including but
not limited to disputes arising under any state or federal employment discrimination law, shall be
settled by arbitration pursuant to the then in effect rules for the resolution of employment
disputes of the American Arbitration Association, in
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Washington, D.C. Arbitration hereunder shall be by a single arbitrator appointed by mutual
agreement of the parties. The single arbitrator shall have the authority to summarily dismiss any
claim or claims brought in arbitration prior to a hearing on the merits. The award rendered by the
arbitrator shall be conclusive and binding upon the parties hereto. Each party shall pay its own
expenses of arbitration and the expenses of the arbitrator shall be equally shared.
13. Full Settlement; Mitigation. In no event shall Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts (including amounts for
damages for breach) payable to Employee under any of the provisions of this Agreement, and such
amounts shall not be reduced whether Employee obtains other employment.
14. Entire Agreement. This Agreement (together with Exhibit A hereto) supersedes and
terminates any and all prior agreements or contracts, written or oral, entered into between
Employer and Employee with regard to the subject matter hereof. Employee acknowledges and agrees
that Employee is not entitled to any salary, bonus, benefits, severance, deferred compensation or
similar payments from Employer or any of its affiliates except as expressly set forth herein. This
instrument contains the entire agreement between Employer and Employee regarding the employment of
Employee by Employer, and any representation, promise or condition in connection therewith not in
writing shall not be binding upon either party. No amendment, alteration or modification of this
Agreement shall be valid unless in each instance such amendment, alteration or modification is
expressed in a written instrument duly executed in the name of the party or parties making such
amendment, alteration or modification.
15. Severability. The provisions of this Agreement shall be deemed severable, and if
any part of any provision is held to be illegal, void, voidable, invalid, nonbinding or
unenforceable in its entirety or partially or as to any party, for any reason, such provision may
be changed, consistent with the intent of the parties hereto, to the extent reasonably necessary to
make the provision, as so changed, legal, valid, binding and enforceable. If any provision of this
Agreement is held to be illegal, void, voidable, invalid, nonbinding or unenforceable in its
entirety or partially or as to any party, for any reason, and if such provision cannot be changed
consistent with the intent of the parties hereto to make it fully legal, valid, binding and
enforceable, then such provision shall be stricken from this Agreement, and the remaining
provisions of this Agreement shall not in any way be affected or impaired, but shall remain in full
force and effect.
16. Governing Law. This Agreement is to be governed by and interpreted under the laws
of the state of Delaware, without regard to the conflicts of laws provisions or rules of such
State’s law.
17. Headings; Form of Words. The headings contained in this Agreement have been
inserted for the convenience of reference only, and neither such headings nor the placement of any
term hereof under any particular heading shall in any way restrict or modify any of the terms or
provisions hereof. Terms used in the singular shall be read in the plural, and vice versa, and
terms used in the masculine gender shall be read in the feminine or neuter gender when the context
so requires. The term “person” as used herein refers to a natural person, a corporation, a limited
liability company, a partnership, a joint venture, or other entity or association, as the context
requires.
18. Notices. All notices, requests, consents, payments, demands and other
communications required or contemplated under this Agreement (“Notices”) shall be in writing and
(a) personally delivered; (b) deposited in the United States mail, registered or certified mail,
return receipt requested, with postage prepaid; or (c) sent by Federal Express or other
internationally recognized overnight delivery service (for next business day delivery), shipping
prepaid, as follows:
If to Employer, to:
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Pharmaceutical Research Associates, Inc.
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Chief Financial Officer
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Chief Financial Officer
with a copy (which shall not constitute notice) to the Chairman of the Board at that person’s
then current business address
If to Employee, to :
At Employee’s then current home address on file with Employer
or such other persons or address as any party may request by notice given as aforesaid. Notices
shall be deemed given and received at the time of personal delivery or, if sent by U.S. mail, five
(5) business days after the date mailed in the manner set forth in this Section 18, or, if sent by
Federal Express or other nationally recognized overnight delivery service, one business day after
such sending.
19. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
20. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of Employee and Employee’s heirs and legal representatives and Employer and its successors
and assigns. Employee’s rights and obligations under this Agreement are personal to Employee and
shall not be assignable or transferable by Employee (except that Employee’s rights may be
transferred upon his death by will, trust, or the laws of intestacy). Employer shall require any
successor (whether direct or indirect, by purchase, merger, consolidation, share exchange or
otherwise) to all or substantially all of the business and/or assets of Employer to expressly
assume in writing and agree to perform this Agreement in the same manner and to the same extent
that Employer would be required to perform it if no such succession had taken place, except that no
such assumption and agreement will be required if the successor is bound by operation of law to
perform this Agreement. In this Agreement, the term “Employer” shall include any successor to
Employer’s business and assets that assumes and agrees to perform this Agreement (either by
agreement or by operation of law).
21. Cooperation. Each party to this Agreement agrees to cooperate with the other
party hereto to carry out the purpose and intent of this Agreement, including without limitation
the execution and delivery to the appropriate party of all such further documents as may reasonably
be required in order to carry out the terms of this Agreement.
22. Waiver. Any waiver of any provision hereof (or in any related document or
instrument) shall not be effective unless made expressly and in a writing executed in the name of
the party sought to be charged. The failure of any party to insist, in any one or more instances,
on performance of any of the terms or conditions of this Agreement shall not be construed as a
waiver or relinquishment of any rights granted hereunder or of the future performance of any such
term, covenant or condition, but the obligations of the parties with respect thereto shall continue
in full force and effect.
23. Indemnification. Employee shall be entitled to be indemnified by Employer to the
fullest extent permitted by the applicable state law and consistent with Employer’s Articles of
Incorporation. Employer further agrees to indemnify Employee to the extent permitted under
applicable law for all actions taken in good faith within the scope, and in the course, of
Employee’s employment under this Agreement during the Employment Period for the life of any claim.
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[ Signature Page to Follow ]
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above
written.
| Employer: | PHARMACEUTICAL RESEARCH ASSOCIATES, INC. | |||||
| By: | /s/ Xxxxxx X. Xxxxxx
|
|||||
| Print Name: Xxxxxx X. Xxxxxx | ||||||
| Print Title: Chairman, Compensation Committee | ||||||
| Employee: | /s/ Xxxxxxxx X. Xxxxxx | |||||
| Print Name: Xxxxxxxx X. Xxxxxx | ||||||
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EXHIBIT A
Positions and Boards of Directors on which Employee Serves as of the Date of this Agreement
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