Exhibit 10.181
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into effective
the 16/th/ day of May, 2002, by and between Pharmaceutical Product Development,
Inc. (the "Company"), a North Carolina corporation whose mailing address for
notice purposes is 0000 Xxxxx Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx
00000, Attention: Chief Executive Officer, and Xxxxx Xxxxxxx ("Employee"), an
individual whose mailing address for notice purposes is 0000 Xxxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000.
RECITALS
A. The Company is engaged in providing research and development
services to pharmaceutical and biotech companies and other entities (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
1.1 Engagement of Employee. The Company agrees to employ 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 defined
herein), Employee shall serve as Chief Financial Officer of the Company 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 Board of Directors of the Company (the "Board") and the
Chief Executive Officer of the Company 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 Pharmaceutical Product Development,
Inc. ("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
Unless sooner terminated as provided elsewhere in this Agreement,
Employee's employment under this Agreement shall commence on May 16, 2002 and
shall terminate at 11:59 p.m. on May 15, 2003 ("Initial Employment Period").
This Agreement 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 expiration of the then current Employment Period
(as hereinafter defined) stating said party's desire not to renew 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
3.1 Compensation. The Company will pay Employee a base salary at a
rate of $200,000.00 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
Board 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
eligible to participate in and/or receive benefits under such employee and
welfare benefit plans as may be established from time to time by 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 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.
3.4 Vacation and Leave. Employee shall be entitled to the 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 executive employees, subject
to Employee's compliance with the guidelines set forth in the Handbook.
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3.5 Working Facilities. The Company shall furnish Employee 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
4.1 Basis for Termination. Notwithstanding any other provision 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 the
Company, acting in good faith but made in the sole discretion of the Chief
Exeuctive Officer that Employee has failed to substantially perform her 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 the Company.
c. A determination by the Chief Executive Officer of the
Company, 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 her 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 her 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 the Company.
4.2 Compensation After Termination During Employment Period. 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 or otherwise with respect to Employee's employment from and after the
termination or expiration date, except that the Company shall pay Employee's
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.
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ARTICLE 5
PROPRIETARY INFORMATION
Prior to or coincident with the commencement date hereof, Employee
shall execute in favor of the Company its standard Proprietary Information and
Inventions Agreement (the "Proprietary Agreement"), a copy of the form of which
is attached hereto as Annex A.
ARTICLE 6
MISCELLANEOUS
6.1 Withholding Taxes. All amounts payable under this 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 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) to 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 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
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.
6.5 Severability. Whenever possible, each provision of this
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 this
Agreement and no waiver by any party of the breach of any covenant contained
herein
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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
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 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 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.
6.10 Counterparts. This Agreement may be executed in multiple
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 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
COMPANY: Pharmaceutical Product Development, Inc.
By: /s/ Xxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Xxxx X. Xxxxxxxxx, Xx.
President
EMPLOYEE:
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx
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