1
EXHIBIT 10.1.G
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 S. XXXXX XXXXX ("Executive") dated as of October
22, 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. The last sentence of Section 2(c) of the Employment Agreement is
amended to read as follows:
Further, any stock options granted to the Executive will be
fully vested upon a Change of Control, whether or not the
Executive is terminated, notwithstanding any previously stated
vesting restrictions, and will 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 following is added after the last sentence of Section 2(c) of
the Employment Agreement:
For purposes of this Agreement, "Change of Control" shall mean
(i) the acquisition of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act")) of
greater than 50% of the then outstanding voting securities of
the Company entitled to vote generally in the election of
directors (the "Voting Securities") by any individual, entity
or group (within the meaning of Section 13(d)(3) of the
Exchange Act and the rules and regulations thereunder), other
than by the Company, an employee benefit plan (or related
trust) sponsored or maintained by the Company; (ii) a sale of
all or substantially all of the assets of the Company; (iii) a
sale or other transfer of assets of the Company, in one or a
series of transactions, representing more than 50% of the
total fair market value of the Company's assets immediately
prior to the transaction (or the first transaction, if there
are a series of transactions); (iv) any merger,
2
consolidation, reorganization, recapitalization or other
corporate transaction with respect to the Company, unless the
holders of the Voting Securities immediately prior to such
transaction own more than 50% of the voting securities of the
entity resulting from such transaction or the entity which
controls such resulting entity (in substantially the same
percentages as they held prior to such transaction); or (v)
the date, following the expiration of any period of twelve
consecutive months that individuals, who at the beginning of
such period constituted the Board (together with any new
directors whose election by such Board or whose nomination for
election by the shareholders of the Company was approved by a
vote of a majority of the directors of the Company then still
in office who were either directors at the beginning of such
period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a
majority of the Board then in office.
3. The first paragraph of Section 5(c) of the Employment Agreement is
amended to read as follows:
(c) Termination Without "Cause" or for "Good Reason"
(as such term is defined below). If the Company should
terminate the Executive's employment for any reason (including
a termination as a result of a Change of Control) other than
for Cause, or in the event the Executive terminates employment
for Good Reason or Company gives notice of its intent not to
renew this Agreement under Section 1(b), the Company shall pay
the Executive, in a lump sum within ten (10) days following
his termination of employment, an amount equal to the
Executive's then current monthly Base Salary times eighteen
(18). The Executive shall also be entitled to:
4. The portion of Section 5(c)(ii) of the Employment Agreement labeled
"(1)" is amended to read as follows:
(1) the end of the 18-month period following his termination
of employment; and
2
3
5. The second Section 5(c) of the Employment Agreement ("Termination
Without Good Reason") is renumbered as Section 5(d).
6. The following is added as Section 5(e) of the Employment Agreement:
(e) If the Executive resigns from employment for any
reason, other than Retirement or Disability, during the 90-day
period following a Change of Control, such resignation shall
be deemed to be a termination by the Executive for Good Reason
for purposes of Section 5(c).
In the event of the termination of
employment of the Executive by the Company without Cause or by
the Executive for Good Reason or resignation following a
Change of Control, if the Executive is required, pursuant to
Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), to pay (through withholding or otherwise) an
excise tax on "excess parachute payments" (as defined in
Section 280G of the Code), the Company shall pay the Executive
the amount necessary to place the Executive in the same
after-tax financial position that he would have been in if he
had not incurred any excise tax liability under Section 4999
of the Code.
7. The following is added as Section 5(f) of the Employment Agreement:
(f) 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
Executive 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
3
4
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 1(b)
after any Change of Control shall have occurred.
8. In all other respects the Employment Agreement is hereby ratified
and affirmed.
CLINTRIALS RESEARCH INC.
By:
-------------------------------------
Title:
-----------------------------------
EXECUTIVE
-----------------------------------------
S. XXXXX XXXXX
4
