Re: Amendment to Employment Agreement
January
23, 2006
|
Re:
|
Amendment
to Employment Agreement
|
Dear
Xxxxxxx:
This
letter confirms our agreement and shall serve to amend the April 8, 2002
Employment Agreement between you and the Company in accordance with the
following:
| a. |
Fringe
Benefits
|
A
sentence shall be added at the end of Paragraph 3 (b) to
read
as follows:
In
addition to the benefits described above, the Company shall provide life
insurance to the Executive in a minimum amount of $1,000,000.
| b. |
Bonus
|
Paragraph
3 (c) shall
be
amended to read as follows:
The
Executive shall be eligible for a bonus in each calendar year, based on the
Executive’s success in reaching or exceeding performance objectives as
determined by the Chief Executive Officer or his/her designee, the amount
of
such bonus, if any, to be determined in the discretion of the Company.
Notwithstanding the foregoing, if the Executive remains employed by the Company
through the bonus payout date, the Executive shall be entitled to a bonus
range
of 0 - 100% (50% target) of the Executive’s then current base salary, with the
amount of such bonus, if any, remaining subject to the discretion of the
Company.
If
the
Executive remains employed through December 31, 2006, the Executive will
be
guaranteed a minimum bonus payout of $100,000.
c. Additional
Pay
Paragraph
3 (g) shall
be
amended to read as follows:
If
there
is a Change in Control (as defined in paragraph 5(f) herein), and the Executive
is employed by the Company upon the Change in Control, and, in the sole judgment
and discretion of the Company, the Executive has satisfactorily performed
all
assigned duties, including using his best efforts to facilitate a Change
in
Control, the Company shall award the Executive up to eighteen (18) months
base
pay, minus such deductions as may be required by law or reasonably requested
by
the Executive. The payment provided for in this paragraph 3(g) shall be payable
in two equal installments, the first installment of nine (9) months shall
be
paid to the Executive within thirty (30) days following the Change in Control,
and the second installment of nine (9) months shall be paid to the Executive
on
the earlier of (i) the six (6) month anniversary of the Change in Control
or
(ii) upon the termination Without Cause of the Executive’s employment by the
Company; provided however, that no second installment payment shall be made
hereunder if the Executive’s employment with the surviving or resulting entity
is terminated for any reason or than by the Company Without Cause. If the
Executive’s employment hereunder is terminated Without Cause within the two
months immediately preceding the Change in Control, the Executive shall be
entitled to eighteen (18) months base pay pursuant to this paragraph 3(g),
minus
such deductions as may be required by law or reasonably requested by the
Executive, and any payment to which the Executive may be entitled pursuant
to
paragraph 6 (c) of this Agreement; provided however, that no payment shall
be
made hereunder if the Executive’s employment is terminated for any reason other
than Without Cause or if, in the sole judgment and discretion of the Company,
The Executive fails to satisfactorily perform all assigned duties, including
using his best efforts to facilitate a Change in Control. The Executive
acknowledges that the payments provided for in this paragraph 3(g) are in
lieu
of (and not in addition to) any other payments or benefits to which the
Executive might otherwise be entitled due to a change in control, including
but
not limited to, any stay bonuses, severance payments or termination benefits
of
any kind offered to employees in connection with a change in control, whether
pursuant to a plan, arrangement, policy or otherwise; provided however, that
nothing herein shall effect the Executive’s right to payment pursuant to
paragraph 6 (c ) of this agreement.
d.
Termination Without Cause or for Good Reason
Paragraph
6 (c) shall
be
amended to read as follows:
If
the
Executive's employment hereunder is terminated by the Company Without Cause
pursuant to Section 5(a)(iv) above or For Good Reason pursuant to Section
5
(a)(v) the Company shall award the Executive severance benefits, subject
to the
terms and conditions of this Agreement and of The Ventiv Health, Inc. Severance
Benefit Plan, if applicable. A lump sum payment of fifty two (52) weeks of
the
Executive’s base pay, minus such deductions as may be required by law or
reasonably requested by the Executive to be paid out immediately. If Executive
has not secured a new position with a competitive company in the Pharma Services
arena, the Executive will receive an additional twenty six (26) weeks of
Executive’s base pay; paid bi-weekly, minus such deductions as may be required
by law or reasonably requested by the Executive. In order to be eligible
to
receive any Severance Payment pursuant to this paragraph 6, the Executive
must
sign, prior to receiving such Severance Payment, a valid release and waiver
of
all claims against the Company relating to the executive’s employment or the
termination thereof, in a format to be determined by the Company. No payment
shall be made hereunder until at least eight (8) days following the execution
and delivery by the Executive of the valid release and waiver.
e.
Continuing Effectiveness
of Employment Agreement
Except
as
modified herein, the Employment Agreement dated April 8, 2002, shall remain
in
full force and effect in accordance with their respective terms.
| f. |
Notice
of Resignation
|
The
Executive shall give the Company three (3) months notice prior to any
resignation with the exception of resignation for Good Reason as defined
in
paragraph 5(e).
If
the
foregoing is satisfactory, please so indicate by signing and returning to
me the
enclosed copy of this Letter Agreement whereupon this will constitute the
agreement of the parties with respect to the subject matter referenced herein.
Very
truly yours,
VENTIV
HEALTH, INC.
By:__/s/
Eran Broshy________________________
Xxxx
Xxxxxx
CEO
Accepted
and agreed to by:_/s/ Xxxxxxx Herring_____________________ Dated:______________ Xxxxxxx
Xxxxxxx
