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EXHIBIT 10.84
EMPLOYMENT AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement"), made this 4th day of
June, 1997, by and between Holding Company No. 1, Inc. on (hereinafter
"Company"), and Xxxx X. Xxxxx (hereinafter "Employee").
W I T N E S S E T H :
WHEREAS, Employee desires employment upon the terms and conditions
herein stated; and
WHEREAS, Company desires to employ Employee upon the terms and
conditions herein stated; and
WHEREAS, Employee and Company desire to embody in writing the terms and
conditions of such employment in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
considerations contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Employment. Company hereby employs Employee and Employee hereby
accepts such employment on a full time basis as Senior Vice President of
Research upon the terms and conditions hereinafter set forth.
2. Term. The term of this Agreement shall be for one year, beginning
June 9, 1997, and ending June 8, 1998, unless sooner terminated as provided
herein. Thereafter, this Agreement shall be automatically renewed for successive
one-year terms upon the terms and conditions herein set forth and subject to
salary adjustments as provided for in paragraphs 3 and 10 below, unless either
party gives notice as herein provided to the other of said party's intent not
renew this Agreement not less than 90 days prior to the expiration of the
one-year term then in effect.
3. Salary. For all services rendered by Employee under this Agreement,
Company shall pay to employee an annual salary of $205,000 for the initial
one-year term hereof. Salary for any successive one-year terms shall be agreed
upon not less than 120 days before commencement of each one-year term unless
such a requirement is waived by the parties; provided, however, that the salary
offered by the Company for any renewal term shall not be less than the salary
for the one-year term then in effect.
4. Stock Options. Employee has been granted as of the term commencement
date (the "Grant Date") options to purchase 40,000 shares of common
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stock of Pharmaceutical Product Development, Inc. ("PPD") at a purchase price
equal to NASDAQ market close price on the Grant Date. Said share options have
been granted under the terms of PPD's Equity Compensation Plan (the "Plan") and
are subject to all of the terms and conditions of the Plan as more specifically
evidenced by that certain Stock Award Agreement entered into by the parties as
of the Grant Date, which Stock Award Agreement is in a form substantially
similar to that generally provided to Plan participants except that (a) 13,334
of the share options may only be exercised one year after the Grant Date, (b)
13,333 of the share options may only be exercised two years after the Grant
Date, (c) the remaining 13,333 share options may only be exercised three years
after the Grant Date, and (d) any unvested share options, i.e., share options
which cannot be exercised under the terms hereof, shall be forfeited upon
Employee's termination of employment with Company; provided, however, that if
Company assigns this Agreement as permitted in paragraph 19 below or terminates
Employee without cause as permitted in paragraph 8 below during the initial
one-year term hereof, the one-year period specified in clause (a) above shall be
deemed to have been satisfied on the day immediately prior to the effective date
of said assignment or termination, whichever is applicable. In addition, if
Company terminates Employee without cause as permitted in paragraph 8 below
during any second or third year term of this Agreement, the two-year and
three-year periods specified in the above clauses (b) and (c), respectively,
shall be deemed to have been satisfied on the day immediately prior to the
effective date of said termination.
5. Duties. Employee shall have overall responsibility for and decision
making authority necessary to fulfill his duties as Senior Vice President of
Research. Employee's duties shall include but not be limited to developing a
discovery research capability involving the GSX System, combinatorial chemistry
and other functions as agreed upon time to time. Employee shall carry out his
duties and responsibilities under the general supervision of the Chief Executive
Officer of PPD or, in the discretion of the Chief Executive Officer, the Chief
Operating Officer of PPD. Employee shall not be required to relocate from the
Research Triangle Park, North Carolina area in the performance of his duties
hereunder. Employee shall undertake such travel as required to perform the
duties prescribed herein. During the term of this Agreement, Employee shall
devote substantially all of his working time, attention and energies to the
business of Company. Nothing herein shall be construed to prevent Employee from
serving as a director of one or more companies, provided such directorship does
not interfere with Employee's regular performance of his duties and
responsibilities hereunder and the directorship has been approved in advance by
Company. Further, Employee may engage in charitable and community affairs and
attend to his passive investments, provided such activities do not interfere
with the regular performance of his duties and responsibilities hereunder.
6. Working Facilities. Company shall furnish Employee with office
space, equipment, technical, secretarial and clerical assistance and such other
facilities, services, support and supplies in the Research Triangle Park, North
Carolina area as may
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be reasonably needed to perform the duties herein prescribed in an efficient and
professional manner.
7. Non-Compete. During the term of this Agreement, Employee hereby
agrees that he shall not (a) become an officer, employee, director, agent,
representative, member, associate or consultant of or to a corporation,
partnership or other business entity or person except as provided herein, (b)
directly or indirectly acquire a proprietary interest in a corporation,
partnership or other business entity or person, or (c) directly or indirectly
own any stock in a corporation (other than a publicly traded corporation of
which Employee owns less than five percent (5%) of the outstanding stock) which
is engaged in the business of managing clinical research programs for
pharmaceutical and medical products or in any other business which is developed
by Company 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 Company are national in
scope. For that reason, the parties agree that a geographical limitation on the
foregoing covenant is not appropriate.
8. Termination. Notwithstanding any other provision of this Agreement,
Company may terminate Employee's employment hereunder upon the occurrence of any
of the following events:
a. Death of Employee.
b. A determination by the Chief Executive Officer of PPD,
acting in good faith and made after consultation with PPD's Board of
Directors, but made in the sole discretion of said Chief Executive
officer, that Employee has failed to substantially perform his duties
under this Agreement.
c. A determination by the Chief Executive Officer of PPD,
acting in good faith but made in the sole discretion of said 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) consecutive calendar days, (ii) has breached any of the
material terms of this Agreement; provided, that unless cure of such
breach is not possible, Company shall give Employee written notice of
the breach and Employee shall have 10 days to cure same; (iii) has
demonstrated gross misconduct, or wrongful actions or omissions in the
execution of his duties, or (iv) has been convicted of a felony.
Upon termination of any of the foregoing, Employee shall be entitled to
his salary through the date of termination and to any accrued and unpaid bonus
which Employee shall have earned under the terms of any bonus plan in which
Employee is a participant. Further, if Employee's employment hereunder is
terminated pursuant to subsections a. or c.(i) above, the Company shall continue
to pay Employee his monthly salary for six months from the date of termination.
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In addition to the grounds for termination of Employee's employment set
forth in subsections a. through c. above, either Employee or the Company may
terminate Employee's employment at any time, for any reason, without cause. As
used herein, termination "without cause" means termination for any reason not
provided for in subsections a. through c. of this paragraph 8, including without
limitation constructive termination. "Constructive termination" as used herein
means (x) a substantial reduction by Company of Employee's duties and
responsibilities, (y) Employee's resignation from employment due to Company's
material breach of this Agreement; provided, that unless cure of such breach is
not possible, Employee shall give Company written notice of the breach and
Company shall have 10 days to cure same; and (z) if Company is a wholly owned
subsidiary of PPD, PPD sustains change of control and Employee elects to
terminate this Agreement. "Change of control" as used herein shall mean (i) any
merger, sale of assets or other business reorganization after which PPD is not
the surviving company other than a reincorporation to change domicile of PPD, or
(ii) a change of control of a nature that would be required to be reported in
response to Item 5(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), provided that such
a change in control shall be deemed to have occurred if any "person" (as such
term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes
the beneficial owner, directly or indirectly, of securities of PPD representing
50% or more of the combined voting power of PPD's then outstanding securities.
If the Company terminates Employee without cause before the expiration of the
initial one-year term hereof, the Company will continue to pay Employee his
monthly salary for six months from the date of termination. If the Company
terminates Employee without cause during any one-year term hereof after the
initial one-year term above, Company will continue to pay Employee his monthly
salary for twelve months from the date of termination, reduced by the
compensation received by Employee from any other employment during said
twelve-month period. If Company gives notice of its intent to not renew this
Agreement as provided for in paragraph 2 above, Company will continue to pay
Employee his monthly salary for six months from the date of termination, reduced
by the compensation received by Employee from any other employment during said
six-month period.
9. Disclosure of Information; Company's Property. Employee shall
execute the Company's Proprietary Information and Inventions Agreement, attached
as Exhibit A hereto, effective the commencement date hereof.
10. Benefits. During the term thereof, Employee shall be entitled to
participate in all benefits provided by Company to its employees generally,
including but not limited to health insurance, disability insurance and
retirement plans, all of which are currently provided to employees of Company,
subject to the eligibility requirements of any plan (s) establishing same.
Employee shall be subject to PPD's policies applicable to other executive
employees of PPD with respect to periodic reviews and increases in salary, and
shall be considered for and eligible to participate in benefits, if any,
provided generally by PPD to its executive employees, including but not limited
to issuance of stock options, cash bonuses, etc., to the extent such bonuses,
etc., are not otherwise
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provided for herein in connection with Employee's duties and performance as an
executive employee. Employee shall be entitled to four weeks paid vacation
during each one-year term hereof.
11. Expenses. Company shall pay all expenses of Employee which are
directly related to Employee's duties hereunder.
12. Remedies. In the event of Employee's breach of the provisions of
paragraph 7 of this Agreement, Company shall be entitled to a temporary
restraining order and/or permanent injunction restraining Employee from such
breach. Nothing herein shall be construed as preventing Company from pursuing
any other available remedies for such breach or threatened breach, including
recovery of damages from Employee and from any corporation, partnership or other
business entity or person with which the Employee has entered or attempted to
enter into a relationship.
13. 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 except by agreement in writing signed by the parties.
14. Waiver or Breach. Waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate 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.
15. Severability. If any portion of this Agreement shall be declared
invalid by a court of competent jurisdiction, the remaining portion shall
continue in full force and effect as if this Agreement had been executed with
the invalid portion eliminated and this Agreement shall be so construed.
16. Benefit. This Agreement shall inure to the benefit of and be
binding upon Company, its successors and assigns, and Employee, his heirs,
successors, assigns and personal representatives.
17. Applicable Law. This Agreement shall be governed by the laws of the
State of North Carolina.
18. Arbitration. Any dispute, controversy or claim arising out of or
relating to this Agreement, including but not limited to any breach, or as to
its existence, validity, interpretation, performance or non-performance, breach
or damages, including claims in tort, shall be decided by a single neutral
arbitrator in Wilmington, North Carolina in binding arbitration pursuant to the
rules and regulations 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 and each party specifically acknowledges and agrees to waive any
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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.
19. Assignment. Neither party hereto may assign said party's rights or
obligations hereunder without the prior written consent of the other, except
that Company shall have the right without Employee's prior written consent to
assign this Agreement to PPD's designated research entity, without regard to
PPD's ownership interest therein.
20. Notice. Any notice required or permitted hereunder shall be
delivered in person or mailed certified mail, return receipt requested, to
either party at Company's principal office in Wilmington, North Carolina and
shall be deemed received when actually received. Any notice from Employee to
Company shall be addressed to the Chief Executive Officer or General Counsel of
PPD.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first hereinabove set forth.
COMPANY HOLDING COMPANY NO. 1, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Title: President
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EMPLOYEE /s/ Xxxx X. Xxxxx
------------------------------ (SEAL)
Xxxx X. Xxxxx
Pharmaceutical Product Development, Inc. hereby guarantees payment and
performance of all of the obligations of under this Employment Agreement.
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Title: Chief Executive Officer
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