Exhibit 10.20
EMPLOYMENT AGREEMENT
Employment Agreement, dated as of September 7, 1999, by and between Pharma
Marketing, LLC, a Delaware limited liability company (the "Company"), and
Xxxxxxx X. XxXxxxxx (the "Employee").
W I T N E S S E T H:
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In consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, the parties hereto hereby agree as follows:
1. Employment. The Company hereby agrees to employ the Employee in an Employee
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capacity, and the Employee hereby accepts and agrees to such employment,
commencing as of the date hereof, upon the terms and conditions hereinafter set
forth.
2. Term. The term of the Employee's employment under this Agreement shall
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commence as of the date hereof and shall continue until the close of business on
December 31, 2003 and shall automatically be renewed for twelve (12)-month
periods thereafter unless either party gives the other written notice of
termination at least 270 days prior to the expiration of the initial or any
renewal term, unless sooner terminated as provided elsewhere in this Agreement
(the "Term").
3. Duties and Services. (a) The Employee agrees to serve the Company as
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President of the Company and shall also serve such of its subsidiaries and
affiliated companies as may be designated by the Company, faithfully, diligently
and to the best of his ability, subject to and under the direction and control
of the Managing Member of the Company appointed to supervise the Employee (the
"Managing Member"), devoting his entire business time, energy and skill to such
employment, and to perform from time to time such Employee services, advisory or
otherwise, as the President, as shall be requested, and to act in such
capacities or other offices for the Company and for any of its subsidiaries or
affiliated companies as the Managing Member shall request without further
compensation other than that for which provision is made in this Agreement. The
Employee acknowledges that his duties shall encompass being principally
responsible for the services to be performed by the Company pursuant to the
Service Agreement, dated September 7, 1999, between Xxxxxxxxxxx.xxx, Ltd. And
the Company (as amended from time to time, the "Service Agreement"). The
Employee further acknowledges that while there are no strict guidelines
pertaining to work hours, he shall be expected to work a longer than average
week, and spend the necessary time and effort to consistently deliver high
quality results in a time sensitive manner. The Employee acknowledges that his
position with the Company will require significant business trips, much of which
will involve travel during off-peak and non-business hours.
(b) The principal place of employment of the Employee shall be in New York, New
York, or such other offices of the Company as shall be determined by the
Managing Member.
4. Compensation. (a) Salary. The Company agrees to pay to the Employee, and
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the Employee agrees to accept, a basic salary for all his services (the
"Salary") at the rate of $250,000 per annum, through December 31, 2000, and
$300,000 per annum from January 1, 2001 through the end of the Term, in each
case payable in accordance with the Company's standard payroll policies from
time to time, and pro rated for partial years.
(b) Bonus. In addition to the Salary, the Company shall pay the
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Employee, within five business days' of the Company's receipt of the commissions
(the "Commissions") received by the Company under the Service Agreement with
respect to Service Provider Contracts and Renewal Contracts (as defined in the
Service Agreement), 100% of the Commissions, less such amount (if any) of the
Commissions that shall be payable to other employees of the Company pursuant to
employment agreements entered into (with the Employee's consent) between the
Company and such other employees (the percentage of the Commissions payable to
the Employee pursuant to this Section 4(b) being referred to herein as the
"Bonus Percentage"). Such payments shall continue beyond expiration of the Term
to the extent payments of Commissions are made to the Company under the Service
Agreement after expiration of the term of such agreement. In no event shall the
bonus payable under this Section 4(b) be less than $200,000 for any 12-month
period during the first two years of the Term, which minimum will be payable in
equal monthly installments; provided that to the extent the bonus payable
pursuant to the first sentence of this Section 4(b) for any 12-month period
during the first two years of the Term does not exceed $200,000, but the
Employee has received in excess of $200,000 pursuant to the operation of this
Section 4(b) for such period, the Company shall be entitled to offset any future
payment under this Agreement by the amount of such excess or to require the
Employee to reimburse the Company for such excess.
(c) Expense Allowance. The Company shall provide the Employee with a non-
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accountable expense allowance of $100,000 for each of the first two years during
the Term, payable in accordance with the Company's standard non-accountable
expense policies from time to time. The Company also shall provide the expense
reimbursements to Employee described in Exhibit A to this Agreement, which
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reimbursements shall be made in accordance with the procedures described in
Section 5.
(d) Insurance. For so long as he is insurable at normal rates for a
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person of similar age in good health, the Company shall provide the Employee
with life insurance that provides a death benefit of $2,500,000 payable to such
person(s) as the Employee may direct. The Employee agrees to assist the Company,
at the Company's expense, in obtaining any such insurance by, among other
things, submitting to customary examinations and correctly preparing, signing
and delivering such applications and other documents as reasonably may be
required.
5. Employee Benefits. (a) Business. In addition to the expense allowance and
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reimbursements under Section 4(c), the Company shall reimburse the Employee for
the
reasonable business expenses incurred by him for, or on behalf of, the
Company in furtherance of the performance of his duties hereunder. Such
reimbursement shall be subject to receipt by the Company from the Employee of
such expense statements and such vouchers and other reasonable verifications as
the Company shall require to satisfactorily evidence such expenses, and shall
also be subject to such policies as the Company shall establish from time to
time.
(b) Benefit Programs. The Employee shall be entitled to participate, in
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accordance with the terms thereof, in employee benefit plans and programs
maintained for the Employees of the Company, including, without limitation, any
health, hospitalization and medical insurance programs and in any pension or
retirement or other similar plans or programs. The foregoing shall not be
construed to require the Company to establish any such plans or programs, or to
prevent the Company from modifying or terminating any such plans or programs
once established.
(c) Vacation. The Employee shall be entitled to four weeks of vacation each
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employment year during the Term, taken consecutively or in segments, subject to
the effective discharge of the duties of the Employee hereunder. Vacation not
taken during any such year cannot be rolled over to the following or any
subsequent year.
(d) Indemnity. The Company shall indemnify the Employee, to the fullest extent
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permitted by applicable law, from and against any and all liabilities,
judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties,
obligations and expenses (including reasonable attorneys' fees) paid or incurred
by the Employee in connection with the performance of his duties under this
Agreement, including as such duties may involve the Employee in a representative
capacity for Xxxxxxxxxxx.xxx, Inc. or its affiliates; provided that such
indemnity shall not extend to any such losses incurred by the Employee as a
result of his gross negligence or willful misconduct.
6. Termination of Benefits. (a) Termination. Notwithstanding anything to the
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contrary contained herein, the Employee's employment with the Company shall
terminate upon the earliest to occur of the following events:
(i) the death or disability (as defined below) of the Employee,
(ii) the expiration of the scheduled Term of this Agreement,
(iii) upon delivery of written notice, with "cause" (as defined below), to the
Employee from the Company of such termination, or
(iv) upon delivery of written notice, upon the occurrence of a "Nonperformance
Event" (as defined below), to the Employee from the Company of such termination.
(b) Certain Definitions. For the purpose of this Section 6, (i) the term
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"cause" is defined as (A) the commission by the Employee of a felony or an
offense involving moral turpitude, the Employee's engaging in theft,
embezzlement, fraud, obtaining funds or property under false pretenses, or
similar acts of misconduct with respect to the property of the Company or its
employees, stockholders, affiliates, customers, licensees,
licensers or suppliers, (B) the repeated failure by the Employee to perform his
duties hereunder or comply with reasonable policies or directives of the
Managing Member, (C) misfeasance or malfeasance, or (D) the breach of this
Agreement by the Employee in any material respect, which breach is not cured
within thirty (30) days after Employee's receipt of written notice of the
breach; (ii) the Employee shall be deemed "disabled" if, at the Company's
option, it gives notice to the Employee or his representative that due to a
disabling mental or physical condition, he has been prevented, for a continuous
period of 90 days during the Term or for an aggregate of 120 days during any six
month period during the Term, from substantially performing those duties which
he was required to perform pursuant to the provisions of this Agreement prior to
incurring such disability; and (iii) "Nonperformance Event" means a termination
of the Service Agreement pursuant to Section 5.1(b) thereof.
(c) Effect of Termination. Except in the case of a termination of this
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Agreement described in Section 6(a)(ii) or 6(a)(iv), upon a termination of this
Agreement, the Employee's right to any compensation which thereafter would
accrue to him under this Agreement or in connection herewith shall expire. If
this Agreement terminates upon expiration of the scheduled Term, the Employee
shall be entitled to receive bonus payments as provided in Section 4(b). If
this Agreement terminates upon the occurrence of a Nonperformance Event, the
Employee shall be entitled to receive, within five business days' of the
Company's receipt thereof, 100% of all Termination Payments (as defined in the
Service Agreement).
(d) Severance; Release. Notwithstanding anything to the contrary contained
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herein, the Company shall have the right, at any time after December 31, 2000,
to terminate the employment of the Employee under this Agreement "without
cause". In the event of such a termination, in addition to the Salary and other
compensation (including accrued vacation and cash bonuses) earned hereunder and
unpaid or not delivered through the date of termination and any benefits
referred to in Sections 4(b), 4(c), 4(d) and 5(b) hereof in which the Employee
has a vested right under the terms and conditions of the plan or program
pursuant to which such benefits were granted (without regard to such
termination), the Company shall pay the Employee the following (the "Severance
Payment"):
a cash payment equal to the aggregate amount of Salary that the Employee would
have been entitled to under this Agreement, from the date of such termination to
the end of the scheduled Term, which shall be payable in consecutive, equal
monthly installments, on the fifteenth day of each calendar month commencing
during the month next following the month in which the Employee is no longer
employed by the Company;
if such termination occurs during the first two years of the Term, the amount of
any non-accountable expense allowance otherwise payable under Section 4(c) that
would have accrued after such termination in accordance with such Section, which
shall be paid in full on or before the second anniversary of the date of this
Agreement in accordance with the Company's standard non-accountable expense
policies;
commencing seven months after such termination, a monthly amount equal to the
quotient of (A) the sum of (1) the aggregate bonus that was payable to the
Employee under Section 4(b) for the six months immediately preceding such
termination, plus (2) the Bonus Percentage multiplied by the aggregate amount of
Service Agreement Severance Amounts (as defined in the Service Agreement)
payable to the Company (without regard to when actually received by the Company)
for the six months immediately succeeding such termination divided by (B) 12,
which amount shall be paid to Employee on the fifteenth day of each calendar
month commencing during the seventh month next following the month in which the
Employee is no longer employed by the Company and continuing through the end of
the scheduled Term; and an amount equal to the Bonus Percentage of all Service
Agreement Severance Amounts (as defined in the Service Agreement) received by
the Company, which shall be paid to the Employee as and when received by the
Company under the Service Agreement.
Notwithstanding anything to the contrary contained above, payments under this
Section 6(d) shall not be due unless the Company shall have received a general
release from the Employee in customary form for such circumstances (which shall
not release the Company from its obligation to make the Severance Payment to the
Employee). In the event of termination of this Agreement by the Company by
reason of the death or disability of the Employee, the Company shall not be
obligated to make the Severance Payment to the Employee. The Severance Payment
shall be in lieu of any other claim for compensation under this Agreement, any
wage continuation law or at common law, or any claim to severance or similar
payments or benefits which the Employee may otherwise have or make. Without
limiting any other rights or remedies which the Company may have, it is
understood that the Company shall be under no further obligation to make any
such severance payments and shall be entitled to be reimbursed therefor by the
Employee or his estate if the Employee violates any of the covenants set forth
in this Agreement. In the event that the Severance Payment shall become payable
to the Employee, the Employee shall not be required, either in mitigation of
damages or by the terms of any provisions of this Agreement or otherwise, to
seek or accept other employment, and if the Employee does accept other
employment, any benefits or payments under this Agreement shall not be reduced
by any compensation earned or other benefits received as a result of such
employment. Further, in the event that the Severance Payment shall become
payable to the Employee, the Company shall continue to provide during such
period coverage to Employee under the Company's health, hospitalization and
medical programs, to the same extent and at the same cost to the Employee as
provided during the term of Employee's employment with the Company (the "Health
Benefit").
7. Non-Solicitation, Restrictive Covenants, Confidentiality and Injunctive
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Relief.
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(a) The Employee agrees to the following to and for the benefit of the Company:
(i) Non-Competition. In view of the fact that activity of the Employee in
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violation of the terms hereof is likely to adversely affect the Company and
its subsidiaries and affiliates and would deprive the Company of the
benefits of its bargain hereunder, and to
preserve the goodwill associated with the Company's business, the Employee
hereby agrees that during the period commencing on the date hereof and ending on
the third (3rd) anniversary of the date on which the Employee's employment with
the Company and its subsidiaries and affiliates terminates for any reason (the
"Non-Compete Period"), he will not, without the express written consent of the
Company, directly or indirectly, anywhere in the United States or Canada, engage
in any activity which is, or participate or invest in, or provide or facilitate
the provision of financing to, or assist (whether as owner, part-owner,
shareholder, member, partner, director, officer, trustee, employee, agent or
consultant, or in any other capacity), any business, organization or person
other than the Company (or any subsidiary or affiliate of the Company), whose
business, activities, products or services are competitive with any of the
business, activities, products or services conducted by the Company (or any
subsidiary or affiliate of the Company) on the date the Employee's employment
with the Company terminates and which are in the Company's Field of Interest
(each a "Competitive Business"); provided that the Employee shall be permitted
to be employed by an entity which operates an ancillary business in the
Company's Field of Interest so long as the Employee is not involved in such
ancillary business. For purposes of this Section 7(a)(i), the Company's "Field
of Interest" shall include, without limitation, the development, implementation,
sale or maintenance of on-line marketing or advertising programs to
pharmaceutical and other healthcare organizations, the acquisition, preparation
or display of content relating to pharmaceutical or other healthcare information
on the Internet and any other business activity engaged in, or conducted by the
Company or its subsidiaries or affiliates on the date the Employee's employment
with the Company terminates. For the avoidance of doubt, for purposes of this
Agreement, the Company's affiliates shall include Xxxxxxxxxxx.xxx, Inc. and
Xxxxxxxxxxx.xxx, Ltd. and their respective subsidiaries and affiliates.
Notwithstanding anything in this Section 7(a)(i) to the contrary, the Employee
shall not be prohibited from participating, directly or indirectly, in any
activity or business with Internet operations, including companies providing
goods or services through or providing e-commerce and content or otherwise, that
is not a Competitive Business.
Notwithstanding anything herein to the contrary, the Employee may make passive
investments in any enterprise the shares of which are publicly traded if such
investment constitutes less than one percent (1%) of the equity of such
enterprise.
(ii) Non-Solicitation. In addition to the restrictions in Section 7(a)(i)
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above, the Employee also agrees that he will not during the Non-Compete Period:
(1) hire, attempt to hire, or participate in any way in any effort by any person
or entity (other than the Company or any of its direct and/or indirect
subsidiaries and affiliates) to hire or attempt to hire any person who is at the
time (or was within the immediately preceding six (6) months) an officer or
employee of the Company or its direct and/or indirect subsidiaries or
affiliates; (2) encourage any officer or employee of the Company or its direct
or indirect subsidiaries or affiliates to terminate his or her relationship or
employment with such entity; or (3) on behalf of himself or any persons or
entity, other than the Company or any of its direct or indirect subsidiaries and
affiliates, solicit or accept business from any client of the Company or its
direct or indirect subsidiaries or affiliates in the Company's Field of
Interest; provided, however, that the foregoing provision will not
prevent the Employee from employing or offering to employ any such person who
has been terminated by the Company or a subsidiary or affiliate prior to the
commencement of employment discussions between the Employee and such employee,
and the Employee will be permitted to hire and offer to hire employees of the
Company or its subsidiaries or affiliates who are contacted as a result of the
use of general newspaper or electronic advertisement and other general non-
targeted recruitment techniques in the ordinary course of business and
consistent with past practices as opposed to targeted solicitations of any one
or more of the employees of the Company or its subsidiaries or affiliates.
(iii) Scope of Agreement. The parties acknowledge that the time, scope,
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geographic area and other provisions of this Section 7 have been specifically
negotiated by the sophisticated commercial parties and agree that (1) all such
provisions are reasonable under the circumstances of this Agreement, (2) are
given as an integral and essential part of this Agreement and (3) but for the
covenants of the Employee contained in this Section 7, the Company would not
have entered into this Agreement. The Employee has independently consulted with
his counsel and has been advised in all respects concerning the reasonableness
and propriety of the covenants contained herein, with specific regard to the
business to be conducted by the Company and its subsidiaries and affiliates, and
represents that this Agreement is intended to be, and shall be, fully
enforceable and effective in accordance with its terms.
(iv) Severability. In the event that any covenant contained in this Agreement
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shall be determined by any court of competent jurisdiction to be unenforceable
by reason of its extending for too great a period of time or over too great a
geographical area or by reason of its being too extensive in any other respect,
it shall be interpreted to extend only over the maximum period of time for which
it may be enforceable and/or over the maximum geographical area as to which it
may be enforceable and/or to the maximum extent in all other respects as to
which it may be enforceable, all as determined by such court in such action.
(v) Confidential Information. As used in this Agreement, "Confidential
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Information" means information belonging to the Company which is of value to the
Company in the course of conducting its business and the disclosure of which is
reasonably likely to result in a competitive or other disadvantage to the
Company. Confidential Information includes, without limitation, financial
information, reports, and forecasts; inventions, improvements and other
intellectual property; trade secrets; know-how; designs, processes or formulae,
software; market or sales information or plans; customer lists; and business
plans, prospects and opportunities (such as possible acquisitions or
dispositions of businesses or facilities) which have been discussed or
considered by the management of the Company. Confidential Information includes
information developed by the Employee in the course of the Employee's employment
by the Company, as well as other information to which the Employee may have
access in connection with the Employee's employment. Confidential Information
also includes the confidential information (as described above) of others with
which the Company has a business relationship, including Xxxxxxxxxxx.xxx, Inc.
and Xxxxxxxxxxx.xxx, Ltd. Notwithstanding the foregoing, Confidential
Information does not include information in the public domain,
unless due to breach of the Employee's duties under Section 7(a)(vi) or
information known to the Employee prior to his employment by the Company.
(vi) Confidentiality. The Employee understands and agrees that the Employee's
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employment creates a relationship of confidence and trust between the Employee
and the Company with respect to all Confidential Information. At all times, both
during the Employee's employment with the Company and after his termination, the
Employee will keep in confidence and trust all such Confidential Information,
and will not use or disclose any such Confidential Information without the
written consent of the Company, except as may be necessary in the ordinary
course of performing the Employee's duties to the Company.
(vii) Inventions. The Employee recognizes that the Company possesses a
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proprietary interest in all of the Confidential Information and has the
exclusive right and privilege to use, protect by copyright, patent or trademark,
or otherwise exploit the processes, ideas and concepts described therein to the
exclusion of the Employee, except as otherwise agreed between the Company and
the Employee in writing. The Employee expressly agrees that any products,
inventions, discoveries or improvements made by the Employee or his agents in
the course of the Employee's employment or during any period that the Employee
has heretofore been a consultant to the Company, including any of the foregoing
which is based on or arises out of the Confidential Information, shall be the
property of and inure to the exclusive benefit of the Company. The Employee
further agrees that any and all products, inventions, discoveries or
improvements developed by the Employee (whether or not able to be protected by
copyright, patent or trademark) during the course of his employment or during
any period that the Employee has heretofore been a consultant to the Company, or
involving the use of the time, materials or other resources of the Company or
any of its subsidiaries or affiliates, shall be promptly disclosed to the
Company and shall become the exclusive property of the Company and the Employee
shall execute and deliver any and all documents necessary or appropriate to
implement the foregoing.
(viii) Business Opportunities. The Employee agrees, while he is employed by
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the Company, to offer or otherwise make known or available to it, as directed by
the Board of Directors of the Company and without additional compensation or
consideration, any business prospects, contracts or other business opportunities
that he may discover, find, develop or otherwise have available to him in the
Company's Field of Interest, and further agrees that any such prospects,
contacts or other business opportunities shall be the property of the Company.
(ix) Documents, Records, etc. All documents, records, data, apparatus,
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equipment and other physical property, whether or not pertaining to Confidential
Information, which are furnished to the Employee by the Company or are produced
by the Employee in connection with the Employee's employment will be and remain
the sole property of the Company. The Employee will return to the Company all
such materials and property as and when requested by the Company. In any event,
the Employee will return all such materials and property immediately upon
termination of the Employee's employment for
any reason. The Employee will not retain with the Employee any such material
property or any copies thereof after such termination.
(x) Third-Party Agreements and Rights. The Employee hereby confirms that the
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Employee is not bound by the terms of any agreement with any previous employer
or other party which restricts in any way the Employee's use or disclosure of
information reasonably likely to be useful or necessary to the performance by
the Employee of his services hereunder, or the Employee's engagement in any
business. The Employee represents to the Company that the Employee's execution
of this Agreement, the Employee's employment with the Company and the
performance of the Employee's proposed duties for the Company will not violate
any obligations the Employee may have to any such previous employer or other
party. In the Employee's work for the Company, the Employee will not disclose or
make use of any information in violation of any agreements with or right of any
such previous employer or other party, and the Employee will not bring to the
premises of the Company any copies or other tangible embodiments of non-public
information belonging to or obtained from any such previous employment or other
party.
(xi) Litigation and Regulatory Cooperation. During and after the Employee's
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employment, the Employee shall cooperate fully with the Company in the defense
or prosecution of any claims or actions now in existence or which may be brought
in the future against or on behalf of the Company which relate to events or
occurrences that transpired while the Employee was employed by the Company. The
Employee's full cooperation in connection with such claims or actions shall
include, but not be limited to, being available to meet with counsel to prepare
for discovery or trial and to act as a witness on behalf of the Company at
mutually convenient times. During and after the Employee's employment, the
Employee also shall cooperate fully with the Company in connection with any such
investigation or review of any federal, state or local regulatory authority as
any such investigation or review relates to events or occurrences that
transpired while the Employee was employed by the Company. The Company shall
reimburse the Employee for any reasonable out-of-pocket expenses incurred in
connection with the Employee's performance of obligations pursuant to this
subsection (xi). The performance by the Employee under this subsection (xi)
after the termination of the Employee's employment with the Company shall be
subject to his other employment obligations.
(b) The provisions of this Section 7 shall survive the termination or
expiration of this Agreement, irrespective of the reason therefor, including
under circumstances in which the Employee continues thereafter in the employ of
the Company.
8. Certain Meanings. For purposes of this Agreement, (a) any reference to the
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subsidiaries of the Company shall be deemed to include all entities directly or
indirectly controlled by it through an ownership of more than fifty percent
(50%) of the voting interests, (b) the term "affiliate" shall mean, with respect
to any person or entity, any person or entity which directly or indirectly
controls, is controlled by or is under common control with such person or
entity, except that in the case of the Company, "affiliate" also shall include
Xxxxxxxxxxx.xxx, Inc., Xxxxxxxxxxx.xxx, Ltd. and their respective
affiliates, and (c) the term "person" shall mean an individual, a corporation,
an association, a partnership, a limited liability company, an estate, a trust,
and any other entity or organization.
9. Insurance. The Employee agrees that the Company may from time to time and
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for the Company's own benefit apply for and take out life insurance covering the
Employee, either independently or together with others, in any amount and form
which the Company may deem to be in its best interests. The Company shall own
all rights in such insurance and in the cash values and proceeds thereof and the
Employee shall not have any right, title or interest therein. The Employee
agrees to assist the Company, at the Company's expense, in obtaining any such
insurance by, among things, submitting to customary examinations and correctly
preparing, signing and delivering such applications and other documents as
reasonably may be required. Nothing contained in this Section 9 shall be
construed as a limitation on the Employee's right to procure any life insurance
for his own personal needs.
10. Notices. All notices shall be in writing and shall be deemed to have been
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duly given to a party hereto on the date of such delivery, if delivered
personally, or on the third day after being deposited in the mail if mailed via
registered or certified mail, return receipt requested, postage prepaid, or on
the next business day after being sent by recognized national overnight courier
service, in the case of the Employee at his current address as set forth in the
Company's records, and in the case of the Company, at it address set forth
above.
11. Assignability and Binding Effect. This Agreement shall inure to the
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benefit of and shall be binding upon the heirs, executors, administrators,
successors and legal representatives of the Employee, and shall inure to the
benefit of and be binding upon the Company and its successors and assigns. The
Employee may not assign, transfer, pledge, encumber, hypothecate or otherwise
dispose of this Agreement, or any of his rights or obligations hereunder, and
any such attempted delegation or disposition shall be null and void and without
effect.
12. Severability. In the event that any provisions of this Agreement would be
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held to be invalid, prohibited or unenforceable in any jurisdiction for any
reason (including, but not limited to, any provisions which would be held to be
unenforceable because of the scope, duration or area of its applicability),
unless narrowed by construction, this Agreement shall, as to such jurisdiction
only, be construed as if such invalid, prohibited or unenforceable provision had
been more narrowly drawn so as not to be invalid, prohibited or unenforceable
(or if such language cannot be drawn narrowly enough, the court making any such
determination shall have the power to modify such scope, duration or area or all
of them, but only to the extent necessary to make such provision or provisions
enforceable in such jurisdiction, and such provision shall then be applicable in
such modified form). If, notwithstanding the foregoing, any provision of this
Agreement would be held to be invalid, prohibited or unenforceable in any
jurisdiction, such provision shall be ineffective to the extent of such
invalidity, prohibition or unenforceability, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
13. Governing Law. This Agreement shall be governed by and construed in
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accordance with the internal laws of the State of New York, without regard to
principles of conflict of laws and regardless of where actually executed,
delivered or performed.
14. Complete Understanding; Counterparts. This Agreement constitutes the
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complete understanding and supersedes any and all prior agreements and
understandings between the parties with respect to its subject matter, and no
statement, representation, warranty or covenant has been made by either party
with respect thereto except as expressly set forth herein. This Agreement shall
not be altered, modified, amended or terminated except by written instrument
signed by each of the parties hereto. The Section and paragraph headings
contained herein are for convenience only, and are not part of and are not
intended to define or limit the contents of said Sections and paragraphs. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, when taken together, shall constitute one and the
same agreement.
15. Effective Date. The parties have executed this Agreement on August 20,
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1999, to take effect on September 7, 1999. Except for this Section 15, no other
provision of this Agreement shall be effective until September 7, 1999.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
PHARMA MARKETING, LLC
By XXXXXXXXXXX.XXX, INC.,
a Managing Member
By: /s/ E. Xxxxxxx Xxxxxx
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E. Xxxxxxx Xxxxxx
Chief Financial Officer and
General Counsel
/s/ Xxxxxxx X. XxXxxxxx
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Employee: Xxxxxxx X. XxXxxxxx
Exhibit A
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Additional Benefits
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Car Allowance. Employee will be entitled to receive a car allowance of up to
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$900 per month, for an automobile suitable for an employee with duties and
responsibilities similar in nature and stature to Employee's under this
Agreement.
Annual Club Dues. Employee will be entitled to receive reimbursement of club
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dues of up to $7,500 per year, for membership in sporting or social clubs
suitable for an employee with duties and responsibilities similar in nature and
stature to Employee's under this Agreement.
Financial Planning Reimbursement. Employee will be entitled to receive
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reimbursement of financial planning services of up to $12,000.
