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EXHIBIT 10.1.E
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") amends that
certain EMPLOYMENT AGREEMENT by and between CLINTRIALS RESEARCH INC., a Delaware
corporation ("Company"), and XXXXX XXXXXXXX ("Executive") dated as of January
30, 1998 (the "Employment Agreement") and is entered into between Company and
Executive this ____ day of _____________, 2000.
WHEREAS, the parties wish to amend the Employment Agreement as set
forth below;
IT IS, ACCORDINGLY, AGREED AS FOLLOWS:
1. Section 4(c) of the Employment Agreement is amended by adding the
following to the end of the paragraph:
Notwithstanding the foregoing, the Company Stock
Option and any other Company stock options Executive
may hold shall vest fully upon a Change of Control
(as such term is defined in Section 8(c) hereof) and
shall remain exercisable for the remainder of the
stated term of such stock option(s), regardless of
whether the Executive continues to be employed by the
Company.
2. The portion of the first paragraph of Section 7(c) of the Employment
Agreement labeled "(i)" is amended to read in its entirety as follows:
(i) one and one-half (1 1/2) times the Executive's
highest Base Salary during the 12-month period prior
to his termination of employment and
3. Section 7(c)(C)(x) of the Employment Agreement is amended to read in
its entirety as follows:
(x) the end of the 18-month period following his termination
of employment; and
4. Section 8(a) of the Employment Agreement is amended by adding the
following to the end of the paragraph:
In addition, if Executive is terminated as a result
of a Change of Control, Executive shall be entitled to the
amounts and benefits he
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would receive for a termination without Cause under Section
7(c). Termination shall be deemed to be a result of a Change
of Control (i) if such termination occurs within twelve (12)
months following the Change of Control; or (ii) if any change
in the Executive's title, reporting relationship,
responsibilities or authority as in effect immediately prior
to any Change of Control is made within twelve (12) months of
such Change of Control and which adversely affects to a
material degree his role in the management of the Company; or
(iii) if any reduction in the Executive's salary paid to him
by the Company as in effect immediately prior to any Change of
Control or, if such salary has been subsequently increased at
any time or from time to time; any reduction in such increased
salary; or (iv) if any termination of the Executive's employee
benefit programs, including, but not limited to, any stock
option plan, investment plan, savings plan, incentive
compensation plan or life insurance, medical plans or
disability plans provided by the Company to the Executive and
in which the Executive is participating or under which the
Company is covered, all as in effect immediately prior to any
Change of Control; or (v) if there is any requirement by the
Company that the Executive's position and principal office be
based and located more than twenty (20) miles outside the
boundaries of the principal office of the Executive
immediately prior to the Change of Control; or (vi) if any
failure or refusal of the Company to renew this Employment
Agreement under Section 3 after any Change of Control shall
have occurred.
5. In all other respects the Employment Agreement is hereby ratified
and affirmed.
CLINTRIALS RESEARCH INC.
By:
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Title:
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EXECUTIVE
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XXXXX XXXXXXXX
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