EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT
(the
“Agreement”)
dated
this 6th day of September, 2005, between inChord Communications, Inc., an Ohio
corporation with an office at 000 Xxxx Xxxxxxxxxxx Xxxx, Xxxxxxxxxxx,
Xxxx
00000 (the “Employer”),
and
R. Xxxxx Xxxxxx, an individual whose current residence is as reflected in the
Employer's records (the “Executive”).
WHEREAS,
Ventiv
Health, Inc. (“Ventiv”),
Accordion Holding Corporation (“AHC”),
the
Employer and the shareholders of the Employer are parties to that certain
Acquisition Agreement dated as of the date hereof (the “Acquisition
Agreement”)
pursuant to which AHC has agreed to acquire all of the outstanding capital
stock
of the Employer and the Executive has agreed to certain non-competition
obligations;
WHEREAS,
in
order to induce Ventiv and the Executive to enter into the Acquisition
Agreement, the parties are entering into this Agreement simultaneously with
the
execution of the Acquisition Agreement; and
WHEREAS,
the
parties wish to set forth the terms and conditions upon which the Employer
will
employ the Executive.
NOW
THEREFORE,
in
consideration of the mutual covenants and promises contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties agree as follows:
| 1. |
Term
of Employment; Title; Duties; Authority.
|
| (a) |
The
Employer hereby employs the Executive, and the Executive hereby accepts
employment with the Employer, upon the terms set forth in this Agreement,
effective beginning on the date (the “Effective
Date”)
of the Closing (as defined in the Acquisition Agreement) and continuing
until December 31, 2007 (the “Termination
Date”).
The Executive shall serve as the President of the Employer during
the term
of his employment under this Agreement with such authority, duties
and
responsibilities as are commensurate with such
position.
|
| (b) |
During
the term of his employment hereunder, the Executive shall report
to the
Chief Executive Officer of Ventiv and to the Board of Directors of
Ventiv
(the “Ventiv
Board”).
The Executive shall not take or authorize to be taken any material
action
on behalf of the Employer outside the ordinary course of the Employer’s
business consistent with the past practices of the Employer, or that
involves a material long-term commitment on behalf of the Employer,
without the prior approval of the Chief Executive Officer of Ventiv.
Notwithstanding the foregoing, Ventiv will comply with, and Executive
is
an intended third-party beneficiary of, Ventiv's obligations under
Section 4.8 of the Acquisition Agreement during the period
in which
the Executive is employed
hereunder.
|
| 2. |
Extent
of Services.
|
| (a) |
During
the term of his employment hereunder, the Executive agrees to devote
his
entire business time and attention to the performance of his duties
under
this Agreement. He shall perform his duties to the best of his ability
and
shall use his best efforts to further the interests of the Employer.
The
Executive agrees to comply with his obligations under Section 4.8
of the
Acquisition Agreement during the period he is employed hereunder.
The
Executive shall not, during the term of his employment, unless otherwise
agreed to in advance in writing by the Employer and the Executive,
seek or
accept other employment in any other capacity, or become self-employed
or
be required by the Employer to devote any significant time or energy
on
projects related to Ventiv or its subsidiaries other than the Employer
and
its subsidiaries (other than the devotion of a reasonable amount
of time
to Ventiv-level management coordination and review, including
participation in meetings of division presidents). Notwithstanding
any
other provision of this Section 2(a), it shall not constitute a breach
of
the Executive’s obligations under this Section 2(a) to (i) serve on
corporate, civic or charitable boards or committees, subject to Section
8
hereof, (ii) deliver lectures or fulfill speaking engagements,
subject to Section 9 hereof, or (iii) manage personal investments,
in
each case so long as such activities do not materially interfere
with the
Executive’s performance of his duties to the Employer. It is expressly
understood and agreed that, to the extent that any such activities
are
being conducted by the Executive as of the date of this Agreement,
the
continued conduct of such activities (or the conduct of activities
similar
in nature and scope thereto) in a substantially similar manner and
degree
subsequent to the date of this Agreement shall be deemed not to materially
interfere with the performance of his duties to the Employer under
this
Agreement. The Executive shall not be required to be based at any
office
or location outside the greater Columbus, Ohio metropolitan area
or
relocate his residence.
|
| (b) |
The
Executive represents and warrants to the Employer that he is able
to enter
into this Agreement and that his ability to enter into this Agreement
and
to fully perform his duties hereunder are not limited to or restricted
by
any agreements or understandings between the Executive and any other
person. For the purposes of this Agreement, the term “person” means any
natural person, corporation, partnership, limited liability partnership,
limited liability company or any other entity of any
nature.
|
3. Compensation.
| (a) |
The
Employer shall pay the Executive a base salary at an annualized rate
of
$387,000, subject to such increases as may be approved by the Executive
and the Ventiv Board or the Compensation Committee thereof (the
“Base
Salary”).
The Base Salary shall be payable periodically in accordance with
the
Employer’s policies for executive personnel, less deductions required by
law or pursuant to the benefit plans and policies of the Employer
and its
affiliates.
|
| 4. |
Fringe
Benefits.
|
| (a) |
The
Executive shall be entitled to such medical and health benefits as
shall
be made available generally to executive employees of Ventiv and
its
subsidiaries.
|
| (b) |
The
Executive shall be entitled to four weeks of vacation during each
year of
employment, to be prorated monthly for partial years. Such vacation
shall
be taken at such time or times consistent with the needs of the business
of the Employer. The Executive shall be entitled to sick leave and
holidays in accordance with the policies of the
Employer.
|
| (c) |
Until
the Termination Date, for so long as the Executive is an officer
or
director of the Employer, Ventiv or any of their respective subsidiaries,
Ventiv shall provide, at its expense, director’s and officer’s insurance
and indemnity coverage covering the Executive, in each case on the
same
terms as it provides to other officers and directors of Ventiv or
its
subsidiaries.
|
| 5. |
Reimbursement
of Business Expenses.
|
The
Employer shall reimburse the Executive in accordance with Employer’s policies
for all reasonable out-of-pocket costs incurred or paid by the Executive in
connection with, or related to, the performance of his duties, responsibilities
or services under this Agreement, upon presentation by the Executive of
documentation, expense statements, vouchers and/or such other supporting
information as the Employer may reasonably request.
| 6. |
Death
During Employment; Disability.
|
If
the
Executive dies during the term of his employment or becomes disabled, the
Employer shall pay to the Executive or his estate the compensation that would
otherwise be payable to the Executive up to the date of death or disability.
The
Executive’s employment shall terminate upon the occurrence of such disability.
Such termination shall not be deemed to be a termination by the Employer for
purposes of Section 7. For purposes of this Agreement, “disabled” means
suffering a physical or mental incapacity as a result of which the Executive
becomes unable to continue to perform fully his duties, with “reasonable
accommodation,” as defined in the Americans with Disabilities Act and applicable
state laws, hereunder for 60 business days in any 12-month period.
| 7. |
Termination;
Right to Retain Employees.
|
| (a) |
Prior
to the Termination Date, the Executive’s employment may be terminated by
the Employer only (i) for cause, (ii) in the event the Employer fails
to
achieve the performance measures specified on Schedule I to this
Agreement
or (iii) in accordance with the provisions of clause (c)(vi) of Section
4.8 of the Acquisition Agreement.
|
| (b) |
[reserved]
|
| (c) |
For
the purposes of this Agreement, “cause” shall mean any of the following:
(i) a material breach by the Executive of this Agreement,
including
without limitation the provisions of Section 8 or 9 hereof, or Section
4.8
of the Acquisition Agreement which, to the extent susceptible of
cure, is
not cured within ten business days after written notice (or any shorter
notice period reasonably necessary to avoid material harm to the
Employer
or Ventiv) that identifies with reasonable specificity the manner
in which
the Employer believes the Executive has breached, (ii) the Executive
willfully engaging in misconduct which is materially injurious to
the
Employer or any of its Affiliates (including Ventiv), (iii) the
Executive’s willful gross neglect of his duties for which he is employed
or refusal or failure to follow the lawful directives of the Chief
Executive Officer of Ventiv in any material respect (to the extent
such
directives are consistent with Section 4.8 of the Acquisition Agreement),
in either case which, to the extent susceptible of cure, is not cured
within ten business days after written notice thereof (or any shorter
notice period reasonably necessary to avoid material harm to the
Employer
or Ventiv) that identifies with reasonable specificity the willful
gross
neglect or failure to follow directives, (iv) the Executive’s conviction
of a felony or any misdemeanor involving dishonesty, fraud or moral
turpitude or the entry of a guilty or nolo contendere plea with respect
thereto or (v) any purported resignation by the Executive other than
as
expressly permitted by this Agreement. For purposes of this Section
7(c),
no act or failure to act on the part of the Executive shall be considered
“willful” unless it is done, or omitted to be done, by the Executive in
bad faith or without reasonable belief that the Executive’s act or
omission was in the best interests of the Employer. Any act, or failure
to
act, based upon express authority given pursuant to the written direction
of the Chief Executive Officer of Ventiv or the Ventiv Board with
respect
to such act or omission shall be presumed to be done, or omitted
to be
done, by the Executive in good faith and in the best interests of
the
Employer. The termination of the Executive’s employment for cause shall
not be deemed to be effective unless and until Ventiv’s Chief Executive
Officer finds (after reasonable notice, specifying the particulars
thereof
in reasonable detail, is provided to the Executive and the Executive
is
given an opportunity, together with counsel, to be heard before such
person), that, in the good faith opinion of such person, the Executive
is
guilty of the conduct described in subparagraph (i), (ii), (iii),
(iv) or
(v) above.
|
| (d) |
The
Executive may terminate his employment prior to the Termination Date
for
Good Reason. For purposes of this Agreement, "Good Reason" shall
mean (i)
the assignment to the Executive of any duties materially inconsistent
with
the Executive's position as President (including status, offices,
titles
and reporting requirements), authority, duties or responsibilities,
or any
other action by the Employer which results in a material diminution
in
such position, authority, duties or responsibilities, excluding for
this
purpose any action not taken in bad faith and which is remedied by
the
Employer within ten business days after receipt of written notice
thereof
given by the Executive that identifies with reasonable specificity
the
manner in which the Executive believes the Employer has violated
this
clause, (ii) any material breach of this Agreement or Section 4.8
of
the Acquisition Agreement by the Employer or Ventiv that is not remedied
by the Employer or Ventiv within ten business days after written
notice to
the Employer that identifies with reasonable specificity the manner
in
which the Executive believes Ventiv or the Employer has breached
this
Agreement or Section 4.8 of the Acquisition Agreement, (iii) any
purported termination by the Employer of the Executive's employment
otherwise than as expressly permitted by this Agreement or (iv) any
failure by the Employer to comply with and satisfy Section 13(g)
of this
Agreement which is not remedied within ten business days after the
closing
of the transaction contemplated by subparagraph (ii) of Section 13(g).
The
termination of the Executive’s employment for Good Reason shall not be
deemed to be effective unless and until the Executive finds (after
reasonable notice, specifying the particulars thereof in reasonable
detail, is provided to the Chief Executive Officer of Ventiv and
the Chief
Executive Officer of Ventiv is given an opportunity, together with
counsel, to be heard before the Executive), that, in the good faith
opinion of the Executive, Ventiv or the Employer has done or failed
to do
any act described in clauses (i) through (iv) of this Section
3(d).
|
| (e) |
The
Executive may terminate his employment prior to the Termination Date
other
than for Good Reason, provided that prior to any voluntary resignation
pursuant to this Section 7(e), the Executive shall provide not less
than
six months’ prior written notice thereof to the Chief Executive Officer of
Ventiv (or such lesser period as shall remain prior to the Termination
Date, but in no event less than 90 days (even if such 90-day period
ends
after the Termination Date)).
|
| 8. |
Non-Solicitation
and Non-Competition.
|
| (a) |
The
Executive acknowledges and agrees to be bound by the provisions of
Section
4.2 of the Acquisition Agreement, which are incorporated by reference
herein, except that solely for this purpose, “Restricted
Business”
will mean any business conducted by (A) the Company as of the Closing
Date
(as defined in the Acquisition Agreement) or prior to the Termination
Date
while the Executive continues to serve as the President of the Employer
or
(B) any Ventiv Entity as of the Closing Date. The duration of the
covenants contained in said section 4.2, as incorporated herein,
will be
unaffected by any termination of the Executive’s employment (regardless of
the reason therefor) prior the expiration of the Noncompetition Period
(as
defined in the Acquisition
Agreement).
|
| (b) |
For
purposes of Sections 8 and 9 of this Agreement, the “Ventiv Entities”
shall be deemed to refer to Ventiv and each of its subsidiaries,
including
without limitation the Employer and each of its
subsidiaries.
|
| 9. |
Confidential
Information.
|
| (a) |
During
the Executive's employment under this Agreement and for a period
equal to
the later of one year after termination hereof and the expiration
of any
non-competition or non-solicitation covenants to which the Executive
shall
be bound under this Agreement or the Acquisition Agreement, the Executive
shall hold in strict confidence, and shall not use other than in
the
conduct of the business of any Ventiv Entity (including the Employer),
all
information concerning the businesses and affairs of the Ventiv Entities.
Notwithstanding the foregoing, (i) the Executive may disclose such
information (A) if the same currently is in the public domain or
hereafter
is in the public domain other than as a result of a breach of this
Section
9(a) by the Executive or (B) if the same is later acquired by the
Executive from another source and the Executive did not know that
such
source was under a contractual, legal or fiduciary obligation to
another
person to keep such information confidential and (ii) the Executive
may
disclose such of the foregoing information as is required by law
(including by oral questions, interrogatories, requests for information
or
documents in legal proceedings, subpoena, civil investigative demand,
rule
of civil procedure or other similar process), or in connection with
his
preparation of tax returns or in response to tax audits or similar
proceedings, so long as (x) the Executive provides the Employer with
prompt written notice of any disclosure (unless such information
is
disclosed solely by virtue of including such information in a tax
return)
so that the Employer may seek a protective order or other appropriate
remedy or (y) with respect to any disclosure in connection with his
preparation of tax returns or in response to non-public tax audit
proceedings, such disclosure is made on a confidential
basis.
|
| (b) |
Upon
the effective date of notice of the Executive’s or the Employer’s election
to terminate the Executive’s employment with the Employer or upon any
termination pursuant to Section 6, or at any time upon the request
of any
Ventiv Entity, the Executive (or his heirs or personal representatives)
shall deliver to the Employer or any other applicable Ventiv Entity
all
documents and materials containing confidential information as described
herein and all documents, materials and other property belonging
to the
Employer or such Ventiv Entity, which in either case are in the possession
or under the control of the Executive (or his heirs or personal
representatives).
|
| (c) |
All
discoveries and works made or conceived by the Executive during and
in the
course of his employment by the Employer, jointly or with others,
that
relate to the Employer’s activities shall be owned and assignable by the
Employer. The terms “discoveries and works” include, by way of example,
inventions, computer programs (including documentation of such programs),
technical improvements, processes, drawings and works of authorship
(excluding solely works intended for publication and public dissemination
in an individual capacity) that relate to the Employer's business
or the
business, operations or activities of any customer or client of the
Employer. The Executive shall promptly notify and make full disclosure
to,
and execute and deliver any documents requested by, the Employer
to
evidence or better assure title to such discoveries and works by
the
Employer, assist the Employer in obtaining or maintaining, at the
Employer’s expense, United States and foreign patents, copyrights, trade
secret protection and other protection of any and all such discoveries
and
works, and promptly execute, whether during his employment or thereafter,
all applications or other endorsements necessary or appropriate to
maintain patents and other rights for the Employer or its assignees
and to
protect its title thereto. Any discoveries and works which, within
six
months after the termination of the Executive’s employment hereunder, are
made, disclosed, reduced to a tangible or written form or description,
or
are reduced to practice by the Executive and which pertain to work
performed by the Executive while with, and in his capacity as an
employee
of, the Employer shall, as between the Executive and the Employer,
be
presumed to have been made during the Executive’s employment by the
Employer.
|
| 10. |
Enforcement.
|
The
parties to this Agreement mutually agree that, in recognition of the dependence
of the Employer and Ventiv on Executive’s experience to carry out their
respective business plans and Executive’s senior and key position in the
Employer and Ventiv, the restrictions detailed in Sections 8 and 9 of this
Agreement are necessary and appropriate to give effect to the intended
relationships of the parties. The Executive agrees that because damages arising
from violations of Sections 8 and 9 of this Agreement are extremely difficult
to
quantify with certainty, injunctive relief may be necessary to effect the intent
of such Sections. Accordingly, Executive hereby consents to the imposition
of a
preliminary or permanent injunction as a remedy to his breach of Sections 8
and
9 of this Agreement (without any requirement that the Employer post a
bond).
It
is the
desire and intent of the parties hereto that the restrictions set forth in
Sections 8 and 9 of this Agreement shall be enforced and adhered to in every
particular, and in the event that any provision, clause or phrase shall be
declared by a court of competent jurisdiction to be judicially unenforceable
either in whole or in part - whether the fault be in duration, geographic
coverage or scope of activities precluded - the parties agree that the
provisions of Sections 8 and 9 of the Agreement should be interpreted and
enforced to the maximum extent that such court deems reasonable.
| 11. |
Property
of Employer.
|
The
Executive acknowledges that from time to time in the course of providing
services pursuant to this Agreement, he shall have the opportunity to inspect
and use certain property, both tangible and intangible, of the Employer, and
the
Executive hereby agrees that such property shall remain the exclusive property
of the Employer and the Executive shall have no right or proprietary interest
in
such property, whether tangible or intangible including, without limitation,
the
customer and supplier lists, contract forms, books of account, computer programs
and similar property of Employer.
12. Indemnification.
The
Employer shall indemnify the Executive to the fullest extent permitted under
subsections (1) through (5) of Section 1701.13(E) of the Ohio General
Corporation Law (but without limitation of subsection (4) thereof) with respect
to the matters described in subsections (1) and (2) of such Section, subject
to
the requirements of subsection (4) of such Section, provided that the Executive
meets the applicable standards of care set forth in said subsections (1) and
(2). In the event that there is a change, after the date hereof, in the Ohio
General Corporation Law that (a) expands the right of an Ohio corporation to
indemnify a member of its board of directors or an officer under such
subsections (1) through (5), such change will automatically be included within
the scope of the Executive's rights and the Employer's obligations under this
Section 12 or (b) narrows the right of an Ohio corporation to indemnify a member
of its board of directors or an officer under such subsections (1) through
(5),
such change, to the extent not otherwise required by such law, will have no
effect on this Section 12 or the parties rights and obligations hereunder.
If
Parent enters into indemnification agreements with any of its other executive
officers, the Executive will be provided with contractual indemnification on
substantially the same terms as are provided to such other executive officers
of
Parent. The indemnification authorized by this Section 12 shall not be exclusive
of, and shall be in addition to, any other rights granted to the Executive
under
the Employer's articles or regulations (it being understood that the amendment
of the Employer's articles or regulations shall not be a breach hereof), any
other agreement or otherwise, both as to action in his official capacity as
an
employee of the Employer or an executive officer of Parent and as to action
in
another capacity while holding his positions, and shall continue whether the
Executive has ceased to be a director, officer, employee or other representative
and shall inure to the benefit of his heirs, executors and administrators.
| 13. |
Miscellaneous.
|
| (a) |
All
notices required or permitted under this Agreement shall be given
as
provide in the Acquisition Agreement, addressed to the other party
at the
address provided therein (with respect to the Employer) or herein
(with
respect to the Executive), or at such other address or addresses
as either
party shall designate to the other in writing from time to
time.
|
| (b) |
Whenever
the context may require, any pronouns used in this Agreement shall
include
the corresponding masculine, feminine or neuter forms, and the singular
forms of nouns and pronouns shall include the plural, and vice
versa.
|
| (c) |
This
Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, whether written
or
oral, relating to the subject matter of this Agreement (including
any
existing employment agreement between the Employer and Executive,
which
existing employment agreement shall be deemed to be of no further
force or
effect upon the Effective Date). Except as specifically set forth
in
Section 8 of this Agreement and Section 4.2 of the
Acquisition
Agreement, the Executive will have no other obligation to the Employer,
Ventiv or any of their respective subsidiaries with respect specifically
to non-competition or non-solicitation pursuant to common law principles,
fiduciary duties or any agreement to which the Executive becomes
a party
(unless such agreement specifically refers to and amends Section
8 of this
Agreement or Section 4.2 of the Acquisition Agreement) or any code
of
conduct or policy of the Employer, Ventiv or any of their respective
subsidiaries in effect from time to
time.
|
| (d) |
This
Agreement may be amended or modified only by a written instrument
executed
by both the Employer and the
Executive.
|
| (e) |
This
Agreement shall be construed, interpreted and enforced in accordance
with
the laws of the State of Ohio, without regard to its conflict of
laws
principles.
|
| (f) |
Any
controversy or claim arising out of or relating to this Agreement
or the
employment relationship between the Executive and the Employer shall
be
submitted to arbitration under the auspices of the American Arbitration
Association in accordance with its Commercial Dispute Resolution
Procedures and Rules and at its office in Wilmington, Delaware. The
award
of the arbitrator shall be final and binding upon the parties, and
judgment may be entered with respect to such award in any court of
competent jurisdiction. Notwithstanding the foregoing, any controversy
or
claim arising out of or relating to any claim by the Employer for
temporary or preliminary relief with respect to Section 8 or 9 of
this
Agreement need not be resolved in arbitration and may be resolved
in
accordance with Section 10. The Executive acknowledges that this
agreement
to submit to arbitration includes all controversies or claims of
any kind
(e.g., whether in contract or in tort, statutory or common law, legal
or
equitable) now existing or hereafter arising under any federal, state,
local or foreign law, including, but not limited to, the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act
of
1964, the Civil Rights Act of 1866, the Family and Medical Leave
Act, the
Employee Retirement Income Security Act, and the Americans With
Disabilities Act, and all similar state laws, and the Executive hereby
waives all rights there under to have a judicial tribunal resolve
such
claims. In the event of any arbitral or legal proceeding between
the
parties hereto with respect to the subject matter of this Agreement,
the
party substantially prevailing in any such proceeding shall be entitled
to
an award from the other party of all legal fees and expenses reasonably
incurred in connection with such proceeding. Ventiv, the Employer
and the
Executive hereby agree that any such payments shall be excluded from,
and
have no effect on, any calculation of EBIT under this Agreement and
the
Acquisition Agreement.
|
| (g) |
This
Agreement shall be binding upon and inure to the benefit of both
parties
and their respective successors and assigns; provided, however, that
(i)
the obligations of the Executive are personal and shall not be assigned
or
delegated by the Executive and (ii) each of Ventiv and the Employer
will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of its business
and/or assets to assume expressly and agree to perform this Agreement
in
the same manner and to the same extent that Ventiv or the Employer,
as the
case may be, would be required to perform it if no such succession
had
taken place.
|
| (h) |
No
delays or omission by the Employer or the Executive in exercising
any
right under this Agreement shall operate as a waiver of that or any
other
right. A waiver or consent given by the Employer or the Executive
on any
one occasion shall be effective only in that instance and shall not
be
construed as a bar or waiver of any right on any other
occasion.
|
| (i) |
The
captions appearing in this Agreement are for convenience of reference
only
and in no way define, limit or affect the scope or substance of any
section of this Agreement.
|
| (j) |
In
case any provision of this Agreement shall be held by a court with
jurisdiction over the parties to this Agreement to be invalid, illegal
or
otherwise unenforceable, the validity, legality and enforceability
of the
remaining provisions shall in no way be affected or impaired
thereby.
|
| (k) |
Ventiv
is an intended third party beneficiary hereof and shall be entitled
to
enforce the obligations of the Executive hereunder for the benefit
of
itself and each other Ventiv Entity.
|
| (l) |
This
Agreement shall terminate automatically if the Acquisition Agreement
is
terminated prior to the closing
thereunder.
|
[Signature
Page Follows]
NYI-2215571v12
[EMPLOYMENT
AGREEMENT SIGNATURE PAGE]
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the day and year first above
written.
INCHORD
COMMUNICATIONS, INC.
By:
/s/
Xxxxxxx X. X’Xxxxxxx
Name:
Xxxxxxx X. X’Xxxxxxx
Title:
Chief Financial Officer
/s/
R.
Xxxxx Xxxxxx
Name:
R.
Xxxxx Xxxxxx
Ventiv
hereby guarantees the due and punctual payment and performance of all of the
Employer’s obligations hereunder and undertakes to abide by the provisions of
Section 12.
VENTIV
HEALTH, INC.
By:
/s/
Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title:
Chief Executive Officer
