EXHIBIT 10.5
AMENDMENT NO. 1 TO CHANGE OF CONTROL/SEVERANCE
AGREEMENT
This AMENDMENT NO. 1 TO CHANGE OF CONTROL/SEVERANCE AGREEMENT, dated as of
February 7, 2006 by and between PAREXEL International Corporation (together with
all subsidiaries or affiliates hereinafter referred to as the "Company") and
Xxxxx X. Xxxxxxxx, Xx. (the "Executive").
WHEREAS, the Executive and the Company are parties to a Change of
Control/Severance Agreement (the "Agreement"), dated as of April 3, 2001; and
WHEREAS, the Executive and the Company desire to amend the Agreement as
set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Executive agree
as follows:
1. Section 2(a)(4) of the Agreement is hereby amended and restated in its
entirety to read as follows:
"(4) On the Change of Control, cause any unvested portion of any
qualified or non-qualified capital accumulation benefits, and any
unvested portion of any qualified or non-qualified awards made
pursuant to any stock incentive plans, including, but not limited
to, restricted stock units, restricted stock, stock appreciation
rights and all other equity based awards (but excluding stock
options), to become immediately vested (subject to applicable law)."
2. Section 3(a)(4) of the Agreement is hereby amended and restated in its
entirety to read as follows:
"(4) Cause any unvested portion of any qualified or non-qualified capital
accumulation benefits, and any portion of any qualified or
non-qualified awards made pursuant to any stock incentive plans,
including, but not limited to, restricted stock units, restricted
stock, stock appreciation rights and all other equity based awards
(but excluding stock options), to become immediately vested (subject
to applicable law)."
3. All other terms and conditions of the Agreement not otherwise amended
herein shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed as of the date first written above.
The Company:
PAREXEL INTERNATIONAL CORPORATION
By: /s/ Xxxxx X. xxx Xxxxxxxxxx
----------------------------------
Name: Xxxxx X. xxx Xxxxxxxxxx
Title: Chairman and CEO
The Executive:
Signature: /s/ Xxxxx X. Xxxxxxxx, Xx.
---------------------------
Printed Name: Xxxxx X. Xxxxxxxx, Xx.
2
