EXHIBIT 10.177
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into
effective the 15th day of January, 2002, by and between PPD Development, LP (the
"Company"), a Texas limited partnership whose mailing address for notice
purposes is 0000 Xxxxx Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000,
Attention: Chief Executive Officer - Pharmaceutical Product Development, Inc.,
and Xxxx X. Xxxxxxxxx ("Employee"), an individual whose mailing address for
notice purposes is 0000 Xxxxx Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx
00000.
RECITALS
A. The Company is a contract research organization which,
among other services, provides Phases I through IV development and
bioanalytical, cGMP and central laboratory services to pharmaceutical and
biotech companies (the "Business").
B. The Company desires to employ Employee and Employee desires
to be employed by the Company, all upon the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing recitals,
the mutual covenants of the parties hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
ARTICLE 1
EMPLOYMENT AND DUTIES
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1.1 Engagement of Employee. The Company agrees to employ
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Employee and Employee accepts such employment pursuant and subject to the terms
and conditions of this Agreement.
1.2 Duties and Powers. During the Employment Period (as
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defined herein), Employee shall serve as Executive Vice President of Development
and will have such responsibilities, duties and authority, and will render such
services for and in connection with the Company and its affiliates as are
customary in such position and as the general partner of the Company and the
Chief Executive Officer of Pharmaceutical Product Development, Inc. ("PPD")
shall from time to time reasonably direct. Employee shall devote Employee's full
business time and attention exclusively to the Business of the Company and shall
use best efforts to faithfully carry out Employee's duties and responsibilities
hereunder. Employee shall comply with all personnel policies and procedures of
the Company as the same now exist or may be hereafter implemented by the Company
from time to time, including those policies contained in the PPD employee manual
or handbook which sets forth policies and procedures generally for employees of
PPD and its subsidiaries and affiliates (the "Handbook") to the extent not
inconsistent with this Agreement.
ARTICLE 2
TERM OF EMPLOYMENT
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Unless sooner terminated as provided elsewhere in this Agreement,
Employee's employment under this Agreement shall commence on January 15, 2002
and end on December 31, 2003 ("Initial Employment Period"). This Agreement then
automatically shall renew for successive one-year periods, unless either the
Company or Employee provides written notice to the other at least sixty (60)
days prior to the termination of any such period stating said party's desire to
terminate this Agreement. The Initial Employment Period and any extension or
renewal thereof shall be referred to herein together as the "Employment Period".
Notwithstanding anything to the contrary contained herein, the Employment Period
is subject to termination pursuant to Article 4 hereof.
ARTICLE 3
COMPENSATION AND BENEFITS
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3.1 Compensation. The Company will pay Employee a base salary
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at a rate of $275,000.00 per annum (the "Base Salary"), payable in accordance
with the Company's regular payroll policy for salaried employees. The Base
Salary of Employee may be subject to increase annually during the Employment
Period by the general partner of the Company. If the Employment Period is
terminated pursuant to Article 4 hereof, then the Base Salary for any partial
year will be prorated based on the number of days elapsed in such year during
which services were actually performed by Employee.
3.2 Benefits. During the Employment Period, Employee shall be
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eligible to participate in and/or receive benefits under such employee and
welfare benefit plans as may be established from time to time by or for the
benefit of employees of the Company, including any profit-sharing, stock
purchase, stock option, bonus, pension, disability, group-term life insurance,
health insurance and flexible benefit payroll deduction plans, subject in each
instance to Employee meeting all eligibility and qualification requirements of
such plans.
3.3 Expenses. The Company will reimburse Employee, in
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accordance with and subject to Employee's compliance with the Company's policy,
for Employee's necessary and reasonable out-of-pocket expenses incurred in the
course of performance of Employee's duties hereunder. All reimbursement of
expenses to Employee hereunder shall be conditioned upon presentation of
sufficient documentation evidencing such expenses.
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3.4 Vacation and Leave. Employee shall be entitled to the
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number of days of "Paid Time Off" ("PTO") and other leave as may be established
from time to time by the Company for the benefit of its employees (but not less
than that which he was entitled to as an employee of the Company immediately
prior to the commencement of this Agreement), subject to Employee's compliance
with the guidelines set forth in the Handbook.
3.5 Working Facilities. The Company shall furnish Employee
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with such office space, equipment, technical, secretarial and clerical
assistance and such other facilities, services and supplies as shall be
reasonably necessary to enable Employee to perform the duties required of
Employee hereunder in an efficient and professional manner.
ARTICLE 4
TERMINATION OF EMPLOYMENT
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4.1 Basis for Termination. Notwithstanding any other provision
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in this Agreement to the contrary, the Employment Period and Employee's
employment hereunder shall terminate effective on the date indicated upon the
happening of any of the following events:
a. Upon the death of Employee, effective immediately on
the date of death without any notice.
b. A determination by the Chief Executive Officer of PPD,
acting in good faith but made in the sole discretion of the Chief Executive
Officer, that Employee has failed to substantially perform his duties under or
otherwise breached any of the material terms of this Agreement, effective upon
the date said determination is communicated to Employee or such later date, if
any, as specified by the Chief Executive Officer of PPD.
c. A determination by the Chief Executive Officer of PPD,
acting in good faith but made in the sole discretion of the Chief Executive
Officer, that Employee (i) has become physically or mentally incapacitated and
is unable to perform his duties under this Agreement as a result of such
disability, which inability continues for a period of sixty (60) days during any
twelve-month period hereunder, (ii) has demonstrated gross negligence or willful
misconduct in the execution of his duties, or (iii) has been convicted of a
felony, effective upon the date said determination is communicated to Employee
or such later date, as specified by the Chief Executive Officer of PPD.
4.2 Compensation After Termination During Employment Period.
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If the Company shall terminate Employee's employment during the Employment
Period pursuant to Section 4.1 hereof, the Company shall have no further
obligations hereunder
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or otherwise with respect to Employee's employment from and after the
termination or expiration date, except that the Company shall pay Employee
Base Salary accrued through the date of termination or expiration and shall
provide such benefits as are required by applicable law. From and after such
termination or expiration date, the Company shall continue to have all other
rights available hereunder, including without limitation all rights under
Article 5 hereof, and at law or in equity.
ARTICLE 5
PROPRIETARY INFORMATION
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Prior to the commencement date hereof, Employee shall have executed in
favor of the Company its standard Proprietary Information and Inventions
Agreement (the "Proprietary Agreement").
ARTICLE 6
MISCELLANEOUS
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6.1 Withholding Taxes. All amounts payable under this
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Agreement, whether such payment is to be made in cash or other property, shall
be subject to withholding for Federal, state and local income taxes, employment
and payroll taxes, and other legally required withholding taxes and
contributions to the extent appropriate in the determination of the Company, and
Employee shall report all such amounts as ordinary income on Employee's personal
income returns and for all other purposes.
6.2 Assignment. No party hereto may assign or delegate any of
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its rights or obligations hereunder without the prior written consent of the
other party hereto; provided, however, that the Company shall have the right to
assign all or any part of its rights and obligations under this Agreement (i)
any subsidiary or affiliate of the Company or any surviving entity following any
merger or consolidation of any of those entities with any entity other than the
Company, or (ii) in connection with the sale of the Business by the Company.
6.3 Binding Effect. Except as otherwise expressly provided
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herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall be binding upon and inure to the benefit of
the respective legal representatives, heirs, successors and permitted assigns of
the parties hereto.
6.4 Entire Agreement. Except as otherwise expressly set forth
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herein, this Agreement sets forth the entire understanding of the parties and
supersedes and preempts all prior oral or written understandings and agreements
with respect to the subject matter hereof, specifically including but not
limited to that certain employment agreement dated October 1, 1997 between PPD
Pharmaco, Inc, the Company's predecessor-in-interest, and Employee.
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6.5 Severability. Whenever possible, each provision of this
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Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
6.6 Amendment; Modification. No amendment or modification of
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this Agreement and no waiver by any party of the breach of any covenant
contained herein shall be binding unless executed in writing by the party
against whom enforcement of such amendment, modification or waiver is sought. No
waiver shall be deemed a continuing waiver or a waiver in respect of any
subsequent breach or default, either of a similar or different nature, unless
expressly so stated in writing.
6.7 Governing Law. This Agreement shall be governed by and
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construed and enforced in accordance with the laws of the State of North
Carolina, without giving effect to provisions thereof regarding conflict of
laws.
6.8 Arbitration. Any dispute, controversy or claim arising out
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of or relating to this Agreement, including but not limited to its existence,
validity, interpretation, performance or non-performance or breach, shall be
decided by a single neutral arbitrator agreed upon by the parties hereto in
Wilmington, North Carolina in binding arbitration pursuant to the commercial
arbitration rules of the American Arbitration Association then in effect. The
parties to any such arbitration shall be limited to the parties to this
Agreement or any successor thereof. The written decision of the arbitrator shall
be final and binding and may be entered and enforced in any court of competent
jurisdiction. Each party waives any right to a jury trial in any such forum.
Each party to the arbitration shall pay its fees and expenses, unless otherwise
determined by the arbitrator.
6.9 Notices. All notices, demands or other communications to
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be given or delivered hereunder or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been properly served if (a)
delivered personally, (b) delivered by a recognized overnight courier service,
(c) sent by certified mail, return receipt requested and first class postage
prepaid, or (d) sent by facsimile transmission followed by a confirmation copy
delivered by a recognized overnight courier service the next day. Such notices,
demands and other communications shall be sent to the address first set forth
above, or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party. Date
of service of such notice shall be (i) the date such notice is personally
delivered or sent by facsimile transmission (with issuance by the transmitting
machine of a confirmation of successful transmission), (ii) the date of receipt
if sent by certified mail, or (iii) the date of receipt if sent by overnight
courier.
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6.10 Counterparts. This Agreement may be executed in multiple
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counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same Agreement.
6.11 Descriptive Heading; Interpretation. The descriptive
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headings in this Agreement are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
COMPANY: PPD Development, LP
By: PPD GP, LLC,
General Partner
By: /s/Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: President
EMPLOYEE:
By:/s/Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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