EXHIBIT 10.148
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into as
of this 20th day of July, 2000, 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 Xxxxxxxx X. Xxxxxx
("Employee"), an individual resident of Pennsylvania whose mailing address is
0000 Xxxxx Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000.
RECITALS
A. The Company is engaged in providing research, discovery and
development services to pharmaceutical companies, biotech companies,
governmental entities and others (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") 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 Company's employee manual or handbook which sets forth policies and
procedures generally for employees of the Company 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 be for a period of one year
beginning on August 7, 2000 and ending at 11:59 p.m. on August 6, 2001 ("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 termination of any such
period stating said party's desire to terminate 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 $250,000.00 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 Stock Options. The Company shall grant to Employee as of
the commencement date of the Initial Employment Period (the "Grant Date")
options to purchase 40,000 shares of the Company's common stock at a purchase
price equal to the NASDAQ market close price on the Grant Date. Said share
options shall be granted under the terms of the Company's 1995 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
Option Award Agreement entered into by the Company as of the Grant Date, which
Stock Option Award Agreement is in a form substantially similar to that
generally provided to Plan participants, including a linear three-year vesting
schedule with respect to the share options granted under the Stock Award
Agreement.
3.4 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
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Employee's duties hereunder. All reimbursement of expenses to Employee hereunder
shall be conditioned upon presentation of sufficient documentation evidencing
such expenses.
3.5 Vacation and Leave. Employee shall be entitled to the
number of days of "Paid Time Off" ("PTO") allotted for the position of Chief
Financial Officer during each year of the Employment Period and other leave as
may be established from time to time by the Company for the benefit of its
employees, subject to Employee's compliance with the guidelines set forth in the
Handbook. During the Initial Employment Period, Employee shall be entitled to
twenty-two (22) days of PTO.
3.6 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.
3.7 Sign-on Bonus. Employee shall be entitled to a sign-on
bonus of $20,000, as provided for in and subject to the terms and conditions of
that certain Sign-On Bonus Agreement ( the "Bonus Agreement") of even date
herewith.
3.8 Relocation Expenses. Employee shall be entitled to certain
relocation assistance, as provided for in and subject to the terms and
conditions of that certain Relocation Agreement (the "Relo Agreement") of even
date herewith.
3.9 Change of Control. In the event of a Change in Control of
the Company, Employee shall be entitled to the benefits provided for in that
certain Severance Agreement (the "Severance Agreement") of even date herewith.
"Change of Control" shall have the meaning set forth in the Severance Agreement.
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. 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
Executive Officer, that Employee has failed to substantially perform his duties
under or otherwise breached any of the material terms of this Agreement,
effective upon the date said
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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 his 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 his duties, or (iii) has
been convicted of a felony, 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.
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 at law
or in equity.
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 which is attached
hereto.
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)
any subsidiary or affiliate of the Company
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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 and all other agreements entered into by the parties
hereto on the date hereof, including the Proprietary Agreement, the Stock Option
Award Agreement, the Bonus Agreement, the Relo Agreement and the Severance
Agreement, set forth the entire understanding of the parties and supersede and
preempt 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 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 arbitration shall be conducted in
accordance with the procedural laws of the American Arbitration Association then
in effect or, if none, in accordance with the procedural laws of the United
States Federal Arbitration Act, as amended. 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
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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.
[NEXT PAGE IS SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
COMPANY: PHARMACEUTICAL PRODUCT
DEVELOPMENT, INC.
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By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
EMPLOYEE:
/s/ Xxxxxxxx X. Xxxxxx
--------------------------
Xxxxxxxx X. Xxxxxx
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