EMPLOYMENT AND NON-COMPETITION AGREEMENT
BETWEEN
XXXXX X. XXXXXXXX
AND
PHARMACEUTICAL RESEARCH ASSOCIATES, INC.
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 15th day of
January, 2004 (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, Inc., a Delaware corporation ("PRAI"), and Xxxxx Xxxxxxxx
("Employee").
WHEREAS, Employer and Employee desire to enter into an agreement for the
employment by Employer of Employee commencing on the Effective Date.
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affiliated entities is superseded by the terms of the Agreement.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 Executive Vice President with appropriate
title, rank, status and responsibilities as determined from time to time by
Employer upon the terms and conditions hereinafter set forth.
2. Employment Period.
(a) The period of employment under this Agreement shall begin on
the Effective Date and shall end on the two (2) year anniversary of the
Effective Date, unless terminated sooner pursuant to Section 5 of this
Agreement.
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(b) This Agreement shall be renewed upon the same terms and
conditions, for a successive period of one year (subject to further renewals
using the same process), unless otherwise terminated in accordance with the
provisions of Section 5 of this Agreement.
(c) The period during which Employee is employed under the terms
of this Agreement is the "Employment Period."
3. Duties. The Board of Directors of Employer (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 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), such consent which 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. In addition, at the request of
Employer and without additional compensation, Employee shall use his best
efforts to record and document his knowledge relating to the business of
Employer.
4. Base Salary, Increases, Benefits, Expenses. 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
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Sections 5, 6, 7 and 8 below, during the Employment Period, Employer shall
provide Employee with the following:
(a) Employer shall pay to Employee, in equal bi-monthly
installments, a base salary of $205,000 per year, less relevant deductions.
(b) Employee shall be eligible for salary increases, which may be
based on performance and/or cost-of-living factors, as determined under the
provisions of any salary policy of Employer that is generally applicable to
Employer's employees, provided that any such increases shall be reviewed and
approved in advance by the Board. Employee shall be eligible for such other
increases in compensation as are otherwise imposed by the Board, in its
discretion, from time to time.
(c) Employee shall participate in an Executive Bonus Plan approved
by the Board with a minimum annual bonus target of $85,000, less relevant
deductions.
(d) Employee shall be eligible to participate in Employer's
standard benefits programs, which presently include health, life and disability
insurance, as well as those additional benefits (the "Additional Benefits")
currently offered to Employer's executive staff, including additional life and
disability insurance, club membership and monthly car allowance. It is agreed
that the nature and amount of the Additional Benefits, if any, shall be
determined from time to time by the Board, in its discretion, provided that no
Additional Benefits will be materially reduced. Employer may, at its election,
maintain policies of life and disability insurance on Employee, with Employer or
an affiliate of Employer as beneficiary, and Employee shall cooperate as
necessary to obtain such policies and to keep them in force. Employee shall be
entitled to paid vacation in accordance with the Employer's vacation policies in
effect for Executive staff during the Employment Period. Employee shall be
covered by the holiday policy of the Employer, and, unless inconsistent with
applicable law, by any other pension or retirement plan, disability benefit plan
or any other benefit plan or arrangement of Employer (other than a medical or
life insurance plan) presently or hereafter existing for the benefit of officers
or employees of Employer generally, and determined by the Board to be applicable
to Employee.
(e) Subject to such conditions as Employer may from time to time
determine, 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.
(f) It is understood and agreed that the Board will review
compensation matters of Employer on a regular basis, and will (on at least an
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annual basis) set all annual bonus targets, salary increases and benefits in
which Employee shall be eligible to participate.
(g) Employee, from time to time, may be granted stock options
under the terms of a stock option plan established by PRA Holdings, Inc.
("Parent"). All matters involving stock options, their vesting, their exercise,
their termination and the rights to repurchase with respect to such options (or
shares that might be issued to or held by Employee upon exercise of such
options) will be addressed in a separate option agreement with Employee,
substantially in the form attached hereto as Exhibit C.
5. Termination. This Agreement may be terminated under the following
circumstances, having the consequences described in Sections 6, 7 and 8:
(a) Nonrenewal. Either party may decline to renew the Agreement by
giving written notice to the other of a determination not to renew employment.
If Employer determines not to renew this Agreement, it shall give at least
ninety (90) days' written notice prior to the expiration of the then-effective
term. If Employee determines not to renew this Agreement, Employee shall give at
least ninety (90) days' written notice prior to the expiration of the
then-effective term.
(b) Death of Employee. This Agreement shall terminate immediately
upon the death of Employee.
(c) 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,
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 5(c).
(d) Termination by Employer for Good Cause. Employer may terminate
Employee's employment at any time for Good Cause, by giving
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reasonable notice under the circumstances to Employee. "Good Cause" includes,
but is not limited to: (i) a material breach of this Agreement by Employee
(where Employee fails to cure such breach within ten (10) business days after
being notified in writing by Employer of such breach); (ii) Employee's willful
failure to perform his material assigned duties without an excuse that is
reasonably acceptable to Employer; (iii) Employee engages in an act (or causes
an act) that has a material adverse impact on the reputation, business, business
relationships or financial condition of Employer; (iv) the conviction of or plea
of guilty or nolo contendre by Employee to a felony or any crime involving moral
turpitude, fraud or misrepresentation; (v) misappropriation or embezzlement by
Employee of funds or assets of Employer; or (vi) Employee's willful refusal to
perform specific directives of the Board which are consistent with the scope,
ethics and nature of Employee's duties and responsibilities hereunder.
Notwithstanding the foregoing, "Good Cause" shall not include a situation
whereby Employer asks Employee to relocate to another city and Employee declines
to do so. Termination by Employer for Good Cause hereunder shall not abrogate
the rights and remedies of Employer in respect of the breach or wrongful act
giving rise to such termination.
(e) Termination by Employee for Material Breach of Employer. This
Agreement may be terminated by Employee upon thirty (30) days' written notice
given to Employer after a material breach of this Agreement by Employer (where
Employer fails to cure such breach within ten (10) business days after being
notified in writing by Employee of such breach). Termination by Employee
hereunder shall not abrogate the rights and remedies of Employee in respect of
the breach giving rise to such termination.
(f) Termination by Employer Without Good Cause. This Agreement may
be terminated by Employer for reasons other than death, disability or Good Cause
upon thirty (30) days' written notice given to Employee.
6. Consequences of Termination by Employer or Due to Certain Events.
(a) Nonrenewal by Employer; Termination Without Good Cause;
Termination for Death or Disability of Employee. In the event that this
Agreement is terminated pursuant to Section 5(a) by the Employer (nonrenewal),
or Section 5(f) (Without Good Cause), or pursuant to Sections 5(b) (Employee's
death) or 5(c) (Employee's disability):
(i) Employee shall receive any and all accrued but unpaid
base salary compensation due to Employee as of the date on which the Employment
Period ends (the "Termination Date"), which shall be paid on the Termination
Date;
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(ii) In addition, Employee shall receive severance payments
equal to the full base salary (payable bi-monthly at the same time Employee
would otherwise receive such base salary if Employee were still employed by
Employer) for one year after the Termination Date;
(iii) Benefits pursuant to any of Employer's employee benefit
plans that Employee had been receiving during the Employment Period shall
continue for one year after the Termination Date; and
(iv) All options held by Employee will be addressed in
accordance with Employee's separate option agreement.
(b) Employer's obligation to make any severance payments or
provide any benefits under Section 6(a)(ii) and 6(a)(iii) above is conditioned
upon Employee's execution and non-recision of a general release in the form
provided by the Employer.
(c) For Good Cause. In the event that Employer terminates this
Agreement for Good Cause pursuant to Section 5(d) above:
(i) On the Termination Date, Employee shall receive any and
all accrued but unpaid base salary compensation due to Employee as of the
Termination Date; and
(ii) All options held by Employee will be addressed in
accordance with Employee's separate option agreement.
7. Consequences of Termination by Employee.
(a) Nonrenewal. In the event that Employee terminates this
Agreement pursuant to Section 5(a) (nonrenewal):
(i) On the Termination Date, Employee shall receive any and
all accrued but unpaid base salary compensation due to Employee as of the
Termination Date; and
(ii) All options held by Employee will be addressed in
accordance with Employee's separate option agreement.
(b) Material Breach of Employer. In the event that Employee
terminates this Agreement for a material breach by Employer pursuant to Section
5(e) above:
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(i) Employee shall receive any and all accrued but unpaid
base salary compensation due to Employee as of the Termination Date, which will
be paid on the Termination Date;
(ii) In addition, Employee shall receive severance payments
equal to the full base salary (payable bi-monthly at the same time Employee
would otherwise receive such base salary if Employee were still employed by
Employer) for one year after the Termination Date;
(iii) Benefits pursuant to any of Employer's employee benefit
plans which Employee had been receiving during the Employment Period shall
continue for one year after the Termination Date; and
(iv) All options held by Employee will be addressed in
accordance with Employee's separate option agreement.
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 any of the same or allow any
of the same to be used 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;
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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 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.
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10. Covenant Not to Compete.
(a) Employee agrees that during the Employment Period and for a
period of one (1) year following the Termination Date (the "Noncompetition
Period"), except for the ownership of publicly traded stock of a company in an
amount less than one percent (1.0%) of the issued shares of that company, he
shall not directly or indirectly own, manage, operate, join, advise, consult,
control or participate in the ownership, management, operation or control of, or
be connected in any manner with: (i) any person or entity whose principal
business (or the principal business of any of its affiliates) competes with the
Business; or (ii) any person or entity who proposes to engage in a business that
competes with the Business, in each case in any jurisdiction in which Employer
or its affiliates engage in the Business, have been requested to engage in the
Business or reasonably intend to engage in the Business based upon contracts
entered into or reasonably expected to be entered into with customers and
clients of Employer or its affiliates during the Employment Period. During the
Noncompetition Period, Employee agrees that he shall not offer to any person any
services that compete with the Business in any jurisdiction in which Employer or
its affiliates engage in the Business, have been requested to engage in the
Business or reasonably intend to engage in the Business based upon contracts
entered into or reasonably expected to be entered into with customers and
clients of Employer or its affiliates during the Employment Period. "Business"
as used herein means any business that is a contract research organization (CRO)
or performs or provides similar clinical drug or pharmaceutical development
services to or for any other company or entity on a contract or outsourced
basis.
(b) Notwithstanding any other provisions of this Agreement,
Employee and Employer agree that Employer may, in its sole discretion, provide
notice to Employee no later than thirty (30) days following the Termination Date
to extend the Noncompetition Period for a period of one (1) additional year
following the date the original Noncompetition Period would otherwise end (the
"Extension Period") and, in consideration therefore, pay employee during the
Extension Period payments equal to twelve (12) months base salary (payable
bi-monthly at the same time Employee would otherwise receive such base salary if
Employee were still employed by Employer) and continue benefits that Employee
had been receiving during the Employment Period during the Extension Period.
Should Employer so elect to extend the Noncompetition Period, Employee hereby
agrees to be bound by and subject to the provisions of this Section 10 for such
Extension Period.
(c) Employee agrees that he shall not, during the Noncompetition
Period, directly or indirectly solicit the trade of, or trade with, with respect
to the Business, any person who is a client, customer or supplier of
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Employer or any of its affiliates at the time of termination of this Agreement,
unless Employee receives the prior written consent of the Board to do so, such
consent which shall not be unreasonably withheld.
(d) Employee agrees that he shall not, during the Noncompetition
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 reason
whatsoever any person employed by Employer or any of its affiliates at the time
of the act of solicitation or inducement.
(e) During and after the Employment Period, Employee agrees not to
disparage Employer or any of its affiliates. During and after the Employment
Period, Employer, PRAI and Parent agree not to disparage the character of
Employee.
(f) 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.
(g) 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.
(h) 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.
(i) Notwithstanding any other provision of this Agreement,
Employee further agrees that in the event of any breach by Employee of any of
the
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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; and (iii) any and all
documents or materials containing or constituting Confidential Information.
12. Arbitration. Except with respect to matters involving equitable
remedies (in which case any such matter may be brought in a court of competent
jurisdiction), 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 rules of the American Arbitration Association, in Washington, D.C.
Arbitration hereunder shall be by a single arbitrator appointed by mutual
agreement of the parties. 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. Entire Agreement. This Agreement (together with Exhibits A, B, and C
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.
14. 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
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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.
15. Governing Law. This Agreement is to be governed by and interpreted
under the laws of the Commonwealth of Virginia, without regard to the conflicts
of laws provisions or rules of such State's law.
16. 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.
17. 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 nationally recognized
overnight delivery service (for next business day delivery), shipping prepaid,
as follows:
If to Employer, to:
Pharmaceutical Research Associates, Inc.
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
XxXxxx, XX 00000
Attn: Chief Financial Officer
With a copy (which shall not constitute notice) to :
Genstar Capital, L.P.
Xxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn : Xxxx-Xxxxxx X. Xxxxx
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Xxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn : Xxxx-Xxxxxx X. Xxxxx
If to Employee, to:
Xxxxx X. Xxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxxxxxx, XX 00000
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 17, or, if sent by Federal Express or
other nationally recognized overnight delivery service, one business day after
such sending.
18. 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.
19. Successors and Assigns. All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors, assigns, heirs and representatives of the parties
hereto, whether so expressed or not. Neither this Agreement nor any of the
rights and obligations hereunder shall be assigned, delegated, sold,
transferred, sublicensed or otherwise disposed of, by operation of law or
otherwise, without the prior written consent of the other party hereto.
20. 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.
21. 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.
22. Indemnification. Employee shall be entitled to be indemnified by
Employer to the fullest extent permitted by the Virginia Stock Corporation Act,
consistent with Employer's Articles of Incorporation. Employer further agrees to
indemnify Employee to the extent permitted under applicable law for all actions
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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.
[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/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Print Name: Xxxxxxx X. Xxxxxxxx
Print Title: President and CEO
Employee: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Print Name: Xxxxx X. Xxxxxxxx
