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EXHIBIT 10.82
NORTH CAROLINA
NEW HANOVER COUNTY
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter "Agreement") made this 25th day
of September, 1996, by and between Pharmaceutical Product Development, Inc., a
North Carolina corporation (hereinafter "Corporation") and Xxxxxx X. Xxxxx
(hereinafter "Employee").
WITNESSETH:
WHEREAS, the Employee desires employment upon the terms and conditions
here stated as an employee of the Corporation;
WHEREAS, the Corporation desires to employ the Employee upon the terms
and conditions here stated; and
WHEREAS, the Employee and Corporation desire to embody in writing the
terms and conditions of such employment here made and accepted, in this
Agreement;
NOW THEREFORE, in consideration of the premises, and mutual promises,
covenants and considerations hereinafter contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Employment. The Corporation hereby employs the Employee and the
Employee hereby accepts such employment on a full-time basis as Senior Vice
President of Operations of the Corporation upon the terms and conditions
hereinafter set forth.
2. Term. The term of this Agreement shall begin September 25, 1996 and
continue until September 24, 1997 unless sooner terminated as provided herein.
Upon the expiration of this Agreement, it shall thereafter be renewable on a
year to year basis upon mutual agreement of Corporation and Employee.
3. Compensation. For all services rendered by Employee under this
Agreement the Corporation shall pay to Employee $180,000 annually payable in
twenty-six (26) biweekly equal installments or other such pay periods
established from time to time by the Corporation, pursuant to its standard
employment practices.
4. Duties. Employee shall have the day to day responsibilities of
general decision making authority regarding all activities of the clinical
operations division of the Corporation. The Employee shall carry out his duties
under the general supervision of the Chief Operating Officer and the Board of
Directors of the Corporation. The Employee hereby agrees to undertake such
travel as may be required in the performance of his duties.
During the term of this Agreement, Employee shall devote substantially
all his working time, attention and energies to the business of the Corporation.
5. Working Facilities. The Corporation shall furnish Employee with the
office space, equipment, technical, secretarial and clerical assistance and such
other facilities, services and supplies as may be needed to enable him to
perform the duties required of him hereunder from time to time in an efficient
and professional manner.
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6. Noncompete. During the term of this Agreement Employee hereby
covenants and agrees that he shall not:
(1) become an officer, employee, director, agent, representative
or consultant of a corporation, or
(2) become an employee, agent, consultant, representative, member
or associate of a business, firm or partnership, or other
entity, or
(3) have, directly or indirectly, a proprietary interest in a
business, partnership, firm, or other entity, or
(4) own, directly or indirectly, any stock in a corporation (other
than a publicly traded corporation of which the Employee owns
less then 5% of the outstanding stock)
which is engaged in the business of managing clinical research programs
for pharmaceutical and medical products or otherwise engaged in any business
which is developed by the Corporation during the term of this Agreement anywhere
in the United States (whether or not such business is physically located within
the United States). The parties agree that the business and operations of the
Corporation are national in scope. For that reason, the parties agree that a
geographical limitation on the foregoing covenant not to compete would not be
appropriate.
7. Termination. Notwithstanding any provision of this Agreement to the
contrary, the following items shall constitute " just cause" for termination.
The employment of Employee pursuant to this Agreement shall be terminated
immediately upon (1) death of Employee; (2) a determination by the Board of
Directors of the Corporation, acting in good faith, but made in the sole
discretion of such Board, that Employee has failed to perform his duties under
this Agreement; (3) a determination by the Board of Directors of the
Corporation, acting in good faith, but made in the sole discretion of said
Board, that Employee (a) has become physically or mentally incapacitated, or is
unable to perform his duties under this Agreement as a result of such, continued
for a period of sixty consecutive calendar days, (b) has breached any of the
material terms of this Agreement, (c) has demonstrated gross negligence or
willful misconduct in the execution of his duties, or (d) has been convicted of
a Felony.
8. Disclosure of Information; Corporation's Property. The Employee
recognizes and acknowledges that all of the Corporation's licenses, permits,
data, affairs, confidential information, trade secrets, inventions, know how,
discoveries, plans, development work in progress, customer and supplier
information, cost information, contractual provisions, employee capabilities,
business methods and opportunities and the like (collectively "Proprietary
Information"), are valuable, special, and unique assets of the Corporation's
business regardless of whether the Corporation has taken all necessary steps to
obtain patents on patentable devices and techniques or copyrights on any
materials. Therefore the Employee expressly covenants and agrees that he will
not during the term of this Agreement and thereafter disclose the Corporation's
Proprietary Information to any other persons, form, corporation, association or
any other entity for any reason or purpose whatsoever, regardless of whether the
same shall or may have been originated, discovered or developed by Employee.
9. Fringe Benefits. During the period of employment, the Employee shall
be entitled to all benefits in effect from time to time which the Corporation
provides to its employees and for which Employee is eligible. Furthermore,
Employee shall be governed by the Corporation's policies applicable to other
executive employees of the Corporation with respect to periodic reviews and
increases in salary and fringe benefits provided for such executive employees.
Fringe benefits shall include participation in the Corporation's cash bonus and
stock option plans.
10. Remedies. In the event of the Employee's actual or threatened
breach of the provisions of paragraphs 6 and 8 of this Agreement, the
Corporation shall be entitled to a temporary restraining order and/or permanent
injunction restraining Employee therefrom. Nothing shall be construed as
preventing
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the Corporation from pursuing any other available remedies for such breach or
threatened breach, including the recovery of damages from the Employee and from
the corporation, business, firm, partnership or other entity with which Employee
may have entered into a relationship, or to which Employee may have disclosed
information, which is prohibited by this Agreement.
11. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and may not be
altered or amended in any respect or to any extent whatsoever except by
agreement in writing executed by each of the parties hereto.
12. Waiver of Breach. Waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by the other party. No waiver shall be
valid unless in writing and signed by the party against whom the waiver is
sought.
13. Severability. If any portion of this agreement shall be declared
invalid by a court of competent jurisdiction for any reason, the remaining
portion shall remain in force and effect as if this Agreement had been executed
with the invalid portion eliminated; provided however, that in the event of a
declaration of invalidity, the provision declared invalid shall not be
invalidated in its entirety but shall remain in effect and force to the extent
such provision is valid and enforceable. The parties agree that any provision
shall be deemed altered and amended to the extent necessary to effect such
validity and enforceability.
14. Benefit. This Agreement shall inure to the benefit of and be
binding upon the Corporation, its successors and assigns, and Employee, his
heirs, executors, administrators and legal representatives.
15. Applicable Law. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of North Carolina.
16. Assignment. The rights and obligations of the Corporation under
this Agreement may be assigned by the Corporation to the successors in interest
of the Corporation or of that part of the business of the Corporation to which
this Agreement applies. This Agreement may not be assigned by Employee, but any
amounts owing to Employee upon his death shall inure to the benefit of his
heirs, legatees, personal representative, executor or administrator.
IN WITNESS WHEREOF, the parties have executed this Agreement and set their hands
and seals the date first written above.
Pharmaceutical Product Development, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx,
Chief Executive Officer
Attest:
/s/ Xxxx X. Xxxxxx
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Secretary
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(Corporate Seal)
/s/ Xxxxxx X. Xxxxx (SEAL)
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Xxxxxx X. Xxxxx
