AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.28
AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of the 1st day of February 2008 by and between QUINTILES TRANSNATIONAL CORP., a North Carolina corporation (the “Company”), and XXXXXX X. XXXXXXXX, Ph.D. (“Executive”).
WHEREAS, the Company, Executive, and Pharma Services Holding, Inc. are parties to an Executive Employment Agreement dated September 25, 2003 (the “Employment Agreement”);
WHEREAS, all of Pharma Services Holding, Inc.’s rights, obligations, and interests in the Employment Agreement were assigned to the Company and assumed by the Company pursuant to an Assignment and Assumption Agreement among the Company, Executive, and Pharma Services Holding, Inc. dated March 31, 2006; and
WHEREAS, the Company and Executive desire to amend the Employment Agreement to memorialize new compensation arrangements and a new reimbursement rate for business use of certain aircraft and other related revisions, all as approved by the Company’s Board of Directors in December 2007.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree that the Employment Agreement shall be amended as follows:
1. Section 3(ii) is amended by adding a second sentence which reads as follows:
For the year 2008, Executive is eligible to participate in the Quintiles Performance Incentive Plan at a target level of one hundred fifty percent (150%) of his annual base salary; this target level may be increased or decreased in subsequent years at the discretion of the Company. Beginning with the year 2008, the Performance Incentive Plan cap shall increase to two hundred percent (200%) of target, based on Company and personal performance.
2. Section 3 is amended by the addition of a new subsection (xi) which shall read as follows:
(xi) An option to purchase One Million (1,000,000) shares of the Common Stock of the Company under the Company’s 2008 Stock Incentive Plan (“New Plan”). The option shall be fully vested as of the date of grant with an exercise price equal to the fair market value of the Company’s Common Stock as of the date of grant and shall be granted no later than December 31, 2008.
3. Section 3(viii) (reimbursement for business use of aircraft) is amended to provide that the rate of reimbursement shall be Thirteen Thousand Five Hundred and Two Dollars ($13,502) per business flight hour rather than Ten Thousand Seven Hundred Ninety-Four Dollars ($10,794) per business flight hour and to delete Exhibit A and replace that Exhibit with the Exhibit A, Amended attached hereto indicating the revised reimbursement formula.
4. Section 4(g), Sale of Pharma; Qualifying Offering, is deleted in its entirety and the following Section is inserted in lieu thereof:
(g) Sale of the Company: Qualifying Offering. Upon a “Qualifying Offering,” as defined in the Shareholders Agreement between the Company and certain shareholders, dated January 22, 2008 (the “Shareholders Agreement”) or upon a sale (whether effected pursuant to Section 2.4 of the Shareholders Agreement or by merger, consolidation, recapitalization, reorganization, sale of securities, sale of assets or otherwise), in one transaction or a series of related transactions to a Person or Persons that is not a Shareholder or a Permitted Transferee or Associate (as such terms are defined in the Shareholders Agreement) of any Shareholder or of any Permitted Transferee of any Shareholder pursuant to which such Person or Persons (together with its Affiliates) acquires (i) securities representing at least seventy-five percent (75%) of the voting power of the Common Stock of the Company, assuming the conversion, exchange or exercise of all securities convertible, exchangeable or exercisable for or into Common Stock, or (ii) of all, or substantially all of the Company’s assets on a consolidated basis (a “Sale of the Company”) if, at least thirty (30) days prior to the consummation thereof, Xxxxxxxx or the Company (at the direction of a majority of the Board) shall have delivered to the other party a written notice that Xxxxxxxx’ employment shall not be extended beyond the consummation of such Qualifying Offering or Sale of the Company, as the case may be; or
5. Section 5(b) is amended to effect the following changes:
“Sale of Pharma” shall mean “Sale of the Company”;
“stockholder” shall mean “shareholder”;
“Majority Common Stockholders” shall mean “Majority Common Shareholders”; and
“Stockholders Agreement” shall mean “Shareholders Agreement”.
6. Section 6(a)(y) is deleted in its entirety and the following inserted in lieu thereof:
(y) three (3) years following the date Xxxxxxxx (or any Permitted Transferee thereof (as defined in the Shareholders Agreement)) cease to own any equity interest in the Company or any of its subsidiaries and .
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7. Except as amended hereby, the Employment Agreement shall remain in full force and effect and is hereby ratified and confirmed by the Company and Executive in all respects.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year set forth above.
| QUINTILES TRANSNATIONAL CORP. | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Executive Vice President, Global Human Resources | |||
| EXECUTIVE: | ||||
| /s/ Xxxxxx X. Xxxxxxxx | ||||
| Xxxxxx X. Xxxxxxxx, Ph.D. | ||||
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Proposed Reimbursement for Business use of Aircraft
Based on NetJets g V Pricing
Exhibit A
| Estimated Annual Hours |
% | |||||||||||
| Estimated Business Hours |
700 | 77.78 | % | |||||||||
| Total Nonbusiness Hours |
200 | 22.22 | % | |||||||||
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|
|
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Total |
900 | 100.00 | % | |||||||||
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| All amounts from NetJets Pricing sheet | Total Annual Cost |
|||||||||||||||||||
| Capital cost |
46,000,000 | Full Share Cost - New |
|
$ | 50,000,000 | |||||||||||||||
| Estimated Business % |
77.78 | % | ||||||||||||||||||
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|
|
|||||||||||||||||||
| Business Capital Cost |
35,777,778 | |||||||||||||||||||
| Less residual value |
(23,253,101 | ) | Residual Value Estimate |
|
65.0 | % | ||||||||||||||
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|
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| Business Capital Cost |
12,524,677 | Annual Market Depreciation |
|
9.0 | % | |||||||||||||||
| Years to Amortize |
5 | |||||||||||||||||||
| Annual Capital Cost - Business |
$ | 2,504,935 | ||||||||||||||||||
| Annual Interest Expense |
2,394,000 | |||||||||||||||||||
| Estimated Business % |
77.78 | % | $ | 1,862,000 | ||||||||||||||||
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| Monthly Fee |
267,203 | Stated Monthly Fee |
|
Assumed NetJets Profit |
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Adjusted Monthly Fee |
| ||||||||||||
| Estimated Business % |
77.78 | % | $ 296,892 | 10 | % | $ | 267,203 | |||||||||||||
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| Business Monthly Fee |
207,824 | (× 12 months) | 2,493,893 | |||||||||||||||||
| Per Hour Rate |
3,701 | (× 700 Hours) | 2,590,700 | NetJets Stated Rate |
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Assumed NetJets Profit |
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Adjusted NetJets Rate |
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| $ 3,701 | 0 | % | $ | 3,701 | ||||||||||||||||
| Total Reimbursement |
$ | 9,451,528 | ||||||||||||||||||
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| Per hour Reimb. For Business hours |
$ | 13,502 | ||||||||||||||||||
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Capital Cost and Monthly Fee use NetJets 700 hours rates to reflect the cost of “empty flights” built into NetJets rates.
