EXHIBIT 10.1
Employment Agreement
Agreement dated this 20th day of October, 1998 between
PAREXEL International Corporation, a Massachusetts corporation
having its principal place of business in Waltham, Massachusetts
(the "Company"), and Xxxxx X. xxx Xxxxxxxxxx residing in
Lexington, Massachusetts (the "Employee").
WITNESSETH:
WHEREAS, the Company considers the establishment and
maintenance of a sound and vital management to be essential to
protecting and enhancing the best interests of the Company and
its stockholders; and
WHEREAS, on the date of this agreement Employee is the
President, Chief Executive Officer and Chairman of the Board of
Directors of the Company and has developed an intimate and
thorough knowledge of the Company's business methods and
operations; and
WHEREAS, the retention of Employee's services, for and on
behalf of the Company, is materially important to the
preservation and enhancement of the value of the Company's
business; and
WHEREAS, the Company is desirous of formalizing Employee's
employment upon the terms and conditions contained herein; and
Employee is desirous of continuing to be employed by the Company
in accordance with such terms and conditions,
NOW, THEREFORE, in consideration of the mutual promises set
forth herein, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties
hereto do hereby agree as follows:
1. Employment. The Company hereby agrees to employ
Employee, and Employee agrees to be employed by the Company in
accordance with and pursuant to the terms and conditions set
forth below.
2. Term of Employment. This Agreement shall be for an
initial term of three (3) years. Upon the first anniversary
hereof (and upon each successive anniversary thereafter), this
Agreement shall be automatically renewed for a three (3) year
term commencing on the date of such renewal (i.e. each such
renewal term will extend the term in effect immediately prior to
such renewal by one year), unless either party hereto notifies
the other in writing of its intent not to renew this Agreement
upon not less than ninety (90) days notice prior to the renewal
date hereof. In the event either party gives the other proper
notice of non-renewal, then this Agreement shall only continue
for the balance of the then existing term. Notwithstanding
anything contained herein to the contrary, any term of employment
may be earlier terminated as provided in Section 8 hereof.
3. Position and Responsibilities
(a) Employee will occupy the position of President and
Chief Executive Officer of the Company.
(b) Employee will report directly to the Board of
Directors and shall have such duties and responsibilities as are
set forth in the By-Laws of the Company, which duties and
responsibilities shall include, but not be limited to, overall
management responsibilities for the operation and administration
of the Company as well as such other duties and responsibilities,
consistent with Employee's position as President and Chief
Executive Officer, as shall be defined by the Board of Directors.
(c) Employee will be expected to be in the full-time
employment of the Company, to devote substantially all of his
business time and attention, and exert his best efforts to the
performance of his duties hereunder, and to serve the Company
diligently and to the best of his ability; provided, however,
nothing set forth herein shall prohibit Employee from (i) serving
as a member of the board of directors of an unaffiliated company
(including, without limitation, not-for-profit entities) not in
competition with the Company subject, however, in each such case
of board membership, to prior approval of the Board of Directors
of the Company and (ii) engaging in charitable and community
activities to the extent that such activities do not, either
individually or in the aggregate, impair the ability of Employee
to perform his duties and obligations under this Agreement;
provided, further, that Employee shall promptly notify the Board
of Directors of any such outside activities and in the event the
Board of Directors reasonably determines that any such activity
or activities materially interfere with the ability of Employee
to perform his duties and obligations as President and Chief
Executive Officer of the Company, Employee agrees to promptly
cease such outside activity or activities.
4. Compensation. The Company shall pay to Employee a
salary (the "base salary") at a monthly rate of twenty nine
thousand one hundred sixty seven dollars ($29,167), subject to
deductions for social security, payroll withholding and all other
legally required or authorized deductions and withholdings.
Employee's salary shall be payable at the same time and on the
same basis as the Company pays its executive employees in
general. The Board of Directors or the Compensation Committee
thereof shall review Employee's base salary no less frequently
than annually. In no event shall Employee's base salary be
decreased during his period of employment.
5. Annual Incentive Payments. In addition to the base
salary referenced in Section 4, Employee shall be entitled to
annual (i.e. fiscal year) bonuses ("incentive payments") if he
satisfies agreed upon goals/objectives to be established by the
Board of Directors or Compensation Committee at its sole and
absolute discretion in consultation with Employee on an annual
basis, with the goals/objectives for any fiscal year to be
established by the end of the first quarter of such fiscal year.
The amount of such bonuses, if any, shall be determined by the
Board of Directors or Compensation Committee. In no event shall
Employee's target bonus opportunity for any fiscal year be less
than the amount, if any, by which $560,000 exceeds Employee's
base salary for such fiscal year.
6. Stock Options and Other Long Term Incentive Programs.
Employee shall continue to be entitled to receive stock options
pursuant to the Company's Amended and Restated 1995 Stock Plan
(or any successor plan or additional plans the Company may adopt
in the future), including in each case any amendments thereto.
The number of shares covered by any such option grants, the
exercise price per share and other terms and conditions governing
such options shall be determined by the Stock Option Committee,
subject however to the terms of such 1995 Plan and any other
applicable option plan, each as amended from time to time, and,
to the extent applicable, the provisions of this Agreement. The
Stock Option Committee is not under any obligation, express or
implied, to make any option grants, and any such grants will be
made by the Stock Option Committee acting in its sole discretion.
In addition, Employee shall also be eligible to participate in
any other long term incentive program covering executive
employees generally. To the extent permitted by law and the
governing provisions of the plan documents, in the event of a
termination, Employee shall have the authority to direct the
payment by the Company of any lump sum amounts received pursuant
to any long term incentive or pension program into a tax-free
rollover, if applicable.
7. Benefits; Expenses; Vacations.
(a) Employee shall be entitled to receive the same
standard employee benefits, perquisites and services as other
executive employees of the Company receive generally. Employee
shall also be entitled to fully participate in all of the
Company's future employee benefit programs, perquisites and
services in accordance with their then existing terms.
(b) Employee shall be entitled to reimbursement for
all approved and reasonable travel and other business expenses
incurred by him in connection with his services to the Company
pursuant to the terms of this Agreement. All business expenses
for which Employee seeks reimbursement from the Company shall be
adequately documented by Employee in accordance with the
Company's procedures covering expense reimbursement, and in
compliance with regulations of the U.S. Internal Revenue Service.
(c) Employee shall be entitled to vacation days in
accordance with the Company's employment policies and practices
applicable to executive employees of the Company generally, as
such policies and practices are from time to time in effect.
8. Employment Termination. The employment of Employee
pursuant to this Agreement shall terminate upon the occurrence of
any of the following:
(a) Expiration of the employment term set forth in
Section 2.
(b) For Cause (as defined in Section 10) upon written
notice by the Company to the Employee.
(c) Death or thirty (30) days after the disability (as
defined in Section 10) of Employee.
(d) At the election of either the Company
without Cause (as defined below) or Employee without Good Reason
(as defined below), upon not less than sixty (60) days prior
written notice of termination.
(e) At the election of Employee for Good Reason (as
defined in Section 10), upon not less than thirty (30) days prior
written notice of termination, which written notice must be given
by Employee within ninety (90) days after the occurrence of such
Good Reason.
9. Effect of Termination.
(a) Termination at the Expiration of the Employment
Term. In the event Employee has a termination from employment
pursuant to Section 8(a), the Company shall pay him within thirty
(30) days of the last day of the term of this Agreement, a lump
sum payment equal to any base salary (less applicable
deductions), incentive payments and benefits, perquisites and
services earned by Employee or otherwise payable to him through
the last day of the term of this Agreement pursuant to Section 2,
but not yet paid to Employee.
In the event of termination pursuant to Section 8(a)
where Employee has given a notice of non-renewal in accordance
with Section 2: all (i) vested stock options shall remain
exercisable in accordance with their terms and (ii) non-vested
stock options shall be canceled in accordance with their terms;
and all (i) unvested portions of any other long term incentive
programs referenced in Section 6 shall be canceled and (ii)
vested portions of any other long term incentive programs
referenced in Section 6 shall be paid to Employee in accordance
with their terms.
In all other events of termination pursuant to Section
8(a): all previously granted, but unexercised stock options which
are outstanding on Employee's date of termination shall remain
(or shall become) fully vested and exercisable as of such date,
and shall be exercisable in accordance with their terms;
provided, however, that any such acceleration of exercisability
shall not extend the period after a termination of employment
within which any option may be exercised by Employee in
accordance with the provisions of the relevant option agreement
and option plan. In addition, any amounts or awards to which
Employee may be entitled under any other long term incentive
program referenced in Section 6 (whether or not vested) shall be
paid to Employee in a lump-sum within thirty (30) days of his
termination.
(b) Termination for Cause or at Election of Employee.
In the event Employee's employment is terminated by the Company
for Cause pursuant to Section 8(b), or at the election of the
Employee pursuant to Section 8(d), the Company shall pay Employee
within thirty (30) days of his termination a lump sum equal to
any base salary (less applicable deductions), incentive payment
and benefits, perquisites and services earned by Employee or
otherwise payable to him through the last day of his actual
employment by the Company, but not yet paid to Employee.
All (i) vested stock options shall remain exercisable
in accordance with their terms and (ii) non-vested stock options
shall be canceled in accordance with their terms. All (i)
unvested portions of any other long term incentive programs
referenced in Section 6 shall be canceled and (ii) vested
portions of any other long term incentive programs referenced in
Section 6 shall be paid to Employee in accordance with its terms.
(c) Termination at the Election of the Company Without
Cause or at the Election of Employee for Good Reason, Other than
in Connection with a Change of Control. In the event that
Employee's employment is terminated at the election of the
Company without Cause pursuant to Section 8(d), or at the
election of the Employee for Good Reason pursuant to Section
8(e), in each case other than in circumstances covered by Section
9(d) below, the Company shall continue to pay Employee his then
base salary (less applicable deductions), incentive payments and
benefits, perquisites and services otherwise payable to him
through the last day of the term of this Agreement pursuant to
Section 2. The incentive payments referred to in the preceding
sentence for each year of the balance of this Agreement (or
portion thereof) shall be equal to the greater of Employee's
target incentive award for the year of his termination, or his
actual incentive payment for the immediately preceding year.
All previously granted, but unexercised stock options
which are outstanding on Employee's date of termination shall
remain (or shall become) fully vested and exercisable as of such
date, and shall be exercisable in accordance with their terms;
provided, however, that any such acceleration of exercisability
shall not extend the period after a termination of employment
within which any option may be exercised by Employee in
accordance with the provisions of the relevant option agreement
and option plan. In addition, any amounts or awards to which
Employee may be entitled under any other long term incentive
program referenced in Section 6 (whether or not vested) shall be
paid to Employee in a lump-sum within thirty (30) days of his
termination.
(d) Termination at the Election of the Company Without
Cause or at the Election of Employee for Good Reason, in
Connection with a Change of Control. In the event that, during
the period beginning twelve (12) months prior to a Change of
Control (as defined in Section 10) and subsequent to the
commencement of substantive discussions that ultimately result in
the Change of Control and ending eighteen (18) months following
such Change of Control, Employee's employment is terminated at
the election of the Company without Cause pursuant to Section
8(d), or at the election of the Employee for Good Reason pursuant
to Section 8(e) (provided that any such termination by Employee
must occur promptly (and in any event within ninety (90) days)
after the occurrence of the event or events constituting Good
Reason), the Company shall pay Employee within thirty (30) days
following the Change of Control (if Employee's employment was
terminated on or prior to the Change of Control) or within thirty
days following the date Employee's employment is terminated (if
such employment is terminated after the Change of Control):
(i) if Employee's employment was terminated on or
prior to the Change of Control, a lump-sum equal to the
amount of base salary (less applicable deductions),
incentive payments and benefits, perquisites and services
that would have been payable to Employee had he remained an
employee of the Company through the date of the Change of
Control; and
(ii) a lump-sum equal to the amount of base salary
(less applicable deductions), incentive payments and
benefits, perquisites and services otherwise payable to him
through the last day of the term of this Agreement pursuant
to Section 2 (with incentive payments for each year of the
balance of this Agreement (or portion thereof) being equal
to the greater of Employee's target incentive award for the
year of his termination, or his actual incentive payment for
the immediately preceding year); and
(iii) All previously granted, but unexercised
stock options which are outstanding on Employee's date of
termination shall remain (or shall become) fully vested and
exercisable as of such date, and shall be exercisable in
accordance with their terms; provided, however, that: (1)
any acceleration of exercisability shall not occur to the
extent that: (I) the Change of Control is intended to be
accounted for as a pooling of interests, and (II) the
Company concludes, after consulting with its independent
accountants, that such acceleration would prevent the Change
of Control transaction from being accounted for as a pooling
of interests for financial accounting purposes; (2) any such
acceleration of exercisability shall not occur as to any
option if the Change of Control does not occur within the
period within which Employee may exercise such option after
a termination of employment in accordance with the
provisions of the relevant option agreement and option plan
and (3) any such acceleration of exercisability shall not
extend the period after a termination of employment within
which any option may be exercised by Employee in accordance
with the provisions of the relevant option agreement and
option plan. In addition, any amounts or awards to which
Employee may be entitled under any other long term incentive
program referenced in Section 6 (whether or not vested)
shall be paid to Employee in a lump-sum within thirty (30)
days of his termination.
In addition, upon the request of Employee, the Company
shall provide outplacement services through one (1) or more
outside firms of Employee's choosing up to an aggregate amount of
thirty-five thousand dollars ($35,000), with such services to
extend until the earlier of: (i) twelve (12) months following
the termination of Employee's employment or (ii) the date
Employee secures full time employment.
Any amounts or benefits payable to Employee under this
Section 9(d) shall be in lieu of, and not in addition to any
other amounts or benefits under this Agreement which might
otherwise have been or be payable to Employee. In that regard,
any amounts and benefits set forth in this Section 9(d) shall be,
as applicable, eliminated or reduced by any and all other
severance or other amounts or benefits paid or payable to
Employee as a result of the termination
of his employment, including any amounts that were paid
to Employee pursuant to Section 9(c) if Employee's employment was
terminated prior to a Change of Control that was later determined
to give rise to benefits pursuant to this Section 9(d).
(e) Termination for Death or Disability. In the event
Employee's employment is terminated by death or disability
pursuant to Section 8(c), the Company shall pay to the estate of
Employee, or to Employee, as the case may be, within thirty (30)
days of Employee's death, or disability a lump-sum equal to his
then base salary, incentive payments and benefits, perquisites
and services otherwise payable to him through the last day of the
term of this Agreement pursuant to Section 2, or such other
period as may be required by law; provided, however, any amounts
payable as a result of Employee's disability shall be reduced by
any Company provided long term disability payments received by
him. The incentive payments referred to in the preceding
sentence for each year of the balance of this Agreement (or
portion thereof) shall be equal to the greater of Employee's
target incentive amount for the year of his death or disability,
or his actual incentive payment for the immediately preceding
year.
All previously granted, but unexercised stock options
which are outstanding on Employee's date of termination shall
remain (or shall become) fully vested and exercisable as of the
date of his death or disability and shall be exercisable in
accordance with their terms. In addition, any amounts or awards
to which Employee may be entitled under any other long term
incentive program referenced in Section 6 as a result of
Employee's death or disability, shall be paid to the estate of
Employee, or to Employee, as the case may be, in a lump-sum
within thirty (30) days of Employee's death, or sixty (60) days
after termination for disability.
10. Certain Definitions.
(a) "Change of Control" Definition. For purposes of
this Agreement, "Change of Control" shall mean the closing of:
(i) a merger, consolidation, liquidation or
reorganization of the Company into or with another Company
or other legal person, after which merger, consolidation,
liquidation or reorganization the capital stock of the
Company outstanding prior to consummation of the transaction
is not converted into or exchanged for or does not represent
more than 50% of the aggregate voting power of the surviving
or resulting entity;
(ii) the direct or indirect acquisition by any
person (as the term person is used in Section 13(d) (3) or
14(d) (2) of the Securities Exchange Act of 1934, as
amended) of more than 50% of the voting capital stock of the
Company, in a single or series of related transactions, or
(iii) the sale, exchange, or transfer of all
or substantially all of the Company's assets (other than a
sale, exchange or transfer to one or more entities where the
stockholders of the Company immediately before such sale,
exchange or transfer retain, directly or indirectly, at
least a majority of the beneficial interest in the voting
stock of the entities to which the assets were transferred).
(b) "Good Reason" Definition. For purposes of this
Agreement, Good Reason shall mean (i) the assignment to Employee
of any duties inconsistent in any adverse, material respect with
his position, authority, duties or responsibilities as President
and Chief Executive Officer of the Company, or any other action
by the Company which results in a material diminution in such
position, authority, duties or responsibilities, (ii) a material
reduction in the aggregate of Employee's base or incentive
compensation or the termination of Employee's rights to any
employee benefits, except to the extent that any such benefit is
replaced with a comparable benefit, or a reduction in scope or
value thereof, other than as a result of across-the-board
reductions or terminations affecting officers of the Company
generally, (iii) a relocation of Employee's place of business to
a new location more than 40 (forty) miles distant from the
Employee's prior place of business, provided, however, that
travel consistent with past practices for business purposes shall
not be considered "relocation" for purposes of this clause (iii),
or (iv) prior to a Change in Control the failure by the Company
to effect the nomination of Employee for election to the
Company's Board of Directors upon the expiration of Employee's
then-current term as a director.
(c) "Cause" Definition. For the purposes of this
Agreement, "Cause" shall mean: (i) any material breach by
Employee of this Agreement or a refusal by Employee to comply in
all material respects with a directive(s) reasonably assigned by
the Company's Board of Directors; (ii) the commission by Employee
of a felony, either in connection with the performance of his
obligations to the Company or which adversely affects Employee's
ability to perform such obligations; (iii) gross negligence,
breach of fiduciary duty or breach of any confidentiality, non-
competition or developments agreement in favor of the Company; or
(iv) the commission by Employee of an act of fraud or
embezzlement or other acts which result in loss, damage or injury
to the Company, whether directly or indirectly. Any notice of
termination of employment for cause shall set forth in reasonable
detail the facts and circumstances claimed to provide the basis
for such termination under the provisions contained herein and
the date of termination ("Termination Date"). With respect to
termination pursuant to subsection (i) and (iii) hereof, Employee
shall be given the opportunity to cease or correct the
performance (or nonperformance) giving rise to such notice within
a reasonable period of time from receipt of notice, but in no
event to exceed twenty (20) days; and, in the judgment of the
Board of Directors, upon failure of Employee to cease or correct
such performance (or nonperformance) within such twenty (20) day
period, Employee's employment shall automatically terminate.
(d) "Disability" Definition. For purposes of this
Agreement, the term "disability" shall mean the inability of
Employee due to a physical or mental disability, for a period of
ninety (90) days (whether or not consecutive) during any three
hundred sixty five (365) day period to perform the services
contemplated under this Agreement. A determination of disability
shall be made by a physician satisfactory to both Employee and
the Company; provided, however, if Employee and the Company do
not agree on a physician, Employee and the Company shall each
select a physician and these two together shall select a third
physician, and such third physician's determination as to
disability shall be binding on all parties.
11. Gross-up Provision.
(a) Notwithstanding any provision of this Agreement,
or any other agreement, plan or arrangement to the contrary, if
any portion of the Contingent Payments made or to be made to the
Employee would result in the imposition of an Excise Tax, then :
(i) if the After-Tax Proceeds With Gross-Up
exceed the After-Tax Proceeds With Cut-Back, the Company
shall pay to Employee an amount in cash equal to the Gross-
Up Amount; or
(ii) if the After-Tax Proceeds With Cut-Back
exceed the After-Tax Proceeds With Gross-Up, Employee shall
not be paid the Gross-Up Amount and the aggregate amount of
all payments to which Employee is entitled under this
Agreement and all other agreements, plans and arrangements
shall be reduced to the minimum extent necessary so that the
aggregate present value of such payments equals no more than
299% of Employee's Base Amount.
(b) All determinations required under this Section 11
shall be made by the Company's independent accountants, after due
consideration of Employee's comments with respect to the
interpretation hereof, and all such determinations shall be
conclusive, final and binding on the parties hereto, subject to a
Final Determination.
(c) For purposes of this Section 11:
"After-Tax Proceeds With Cut-Back" shall mean the fair
market value of all Contingent Payments to Employee reduced to
the minimum extent necessary so that the aggregate present value
of such payments equals 299% of the Employee's Base Amount, and
reduced further by the aggregate amount of all Taxes which would
be imposed on Employee with respect to such Contingent Payments.
The amount of Taxes deemed imposed with respect to such
Contingent Payments shall be determined as if all events that
could give rise to a Tax with respect to such Contingent Payments
had occurred.
"After-Tax Proceeds With Gross-Up" shall mean the fair
market value of all Contingent Payments to the Employee plus the
Gross-Up Amount, reduced by the aggregate amount of all Taxes
which would be imposed on Employee with respect to such
Contingent Payments. The amount of Taxes deemed imposed with
respect to such Contingent Payments shall be determined as if all
events that could give rise to a Tax with respect to such
Contingent Payments had occurred.
"Base Amount" shall have the meaning set forth in
Section 280G(b)(3) of the Code and Proposed Treasury Regulation
Section 1.280G-1, Q/A34, or any successor provisions of law.
"Code" means the Internal Revenue Code of 1986, as
amended, or any successor provision of law.
"Contingent Payments" shall mean all payments in the
nature of compensation payable to (or for the benefit of)
Employee which would otherwise be treated as "excess parachute
payments" (within the meaning of Section 280G(b)(1) of the Code)
determined as if the thresholds set forth in Section
280G(b)(2)(A)(ii) of the Code were satisfied with respect to
Employee.
"Change in Control" shall mean a change in the
ownership or effective control of the Company or in the ownership
of a substantial portion of the assets of the Company, in each
case determined in accordance with the provisions of Section
280G(b)(2)(A) and the Proposed Treasury Regulations promulgated
thereunder.
"Excise Tax" shall mean any Tax imposed upon Employee
pursuant to Section 4999 of the Code.
"Final Determination" shall mean any final
determination of liability that, under applicable law, is not
subject to further appeal, review or modification through
proceedings or otherwise, including but not limited to the
expiration of a statute of limitations or a period for the filing
of claims for refunds, amended returns or appeals from adverse
determinations.
"Gross-Up Amount" shall mean the lesser of (i) $500,000
and (ii) the quotient equal to (A) the aggregate excise taxes
which would be imposed on Employee under Section 4999 of the Code
in connection with a Change in Control of the Company, determined
without regard to the provisions of this Section 11, divided by
(B) one minus the highest marginal income and excise Tax rate
applicable to Employee for the calendar year in which occurred
the Change in Control, determined as if all Contingent Payments
were paid without regard to the provisions of this Section 11.
"Taxes" shall mean all federal, state and local income,
employment and excise taxes (including Excise Taxes) imposed by
any governmental authority.
12. Employee's Obligations. Nothing herein shall affect
Employee's obligations under any key employee, non-competition,
confidentiality, option or similar agreement between the Company
and Employee currently in effect or which may be entered into in
the future. Notwithstanding the foregoing, the Company and
Employee hereby agree that the duration of Employee's obligations
pursuant to Section 3.2 of the Key Employee Confidentiality and
Invention Agreement dated as of July 31, 1986 by and between the
Company and Employee ("Key Employee Agreement") is hereby
extended so that, in the event of termination of Employee's
employment in the circumstances contemplated by Sections 9(c) or
9(d) above, Employee's obligations under Section 3.2 of the Key
Employee Agreement shall remain in effect until the last day of
the term of this Agreement but for such termination of
employment.
13. Waivers. This Agreement may be modified, and the
rights and remedies of any provision hereof may be waived, only
in writing, signed by both the Company and Employee. No waiver
by either party of any breach by the other or any provision
hereof shall be deemed to be a waiver of any later or other
breach hereof, or as a waiver of any other provision of this
Agreement.
14. Governing Law; Waivers; Severability. This Agreement
shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts. The provisions of this
Agreement may be amended, waived or rescinded only upon the
written agreement of the Company and Employee. The invalidity or
unenforceability of any provision of this Agreement shall not
affect the other provisions of this Agreement and this Agreement
shall be construed and reformed to the fullest extent possible.
15. Termination of All Prior Agreements; Entire Agreement.
Upon execution of this Agreement, all prior employment agreements
shall be terminated and of no further force or effect, except for
the Key Employee Agreement, which shall continue in full force
and effect in accordance with its terms. This Agreement, the
relevant option agreements relating to the options that have been
or may be granted to Employee, and the Key Employee Agreement
constitute the entire agreement and understanding between the
Company and Employee with respect to the subject matter hereof
and supersede any other prior agreements or understandings
whether oral or written.
16. Expenses. The Company shall pay or cause to be paid
and shall be solely responsible for any and all attorney's fees
and expenses incurred by Employee (i) in connection with
Employee's review and execution of this Agreement; and (ii) to
enforce his rights under this Agreement, solely in the event that
the Company is found by a court of competent jurisdiction, an
arbitrator or through a mutual settlement agreement to have
failed to perform any of its obligations under this Agreement.
17. Liquidated Damages. The parties hereto expressly agree
that the payments by the Company to Employee in accordance with
the terms of this Agreement will be liquidated damages, and that
Employee shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other
employment or otherwise, nor shall any profits, income, earnings
or other benefits from any source whatsoever create any
mitigation offset, reduction, or any other obligation on the part
of Employee.
18. Agreement Binding; Assignment. Except as otherwise
provided herein, this Agreement shall be binding upon and inure
to the benefit of the Company, and any successor (whether
directly or indirectly, by purchase, merger, consolidation,
reorganization or otherwise) of the Company; provided, however,
that as a condition of closing a transaction which results in a
Change of Control, the Company shall obtain the written agreement
of any successor (whether directly or indirectly, by purchase,
merger, consolidation, reorganization or otherwise) of the
Company to be bound by the provisions of this Agreement as if
such successor were the Company and for purposes of this
Agreement, any such successor of the Company shall be deemed the
"Company" for all purposes. Employee may not assign any of his
rights or obligations under this Agreement; the rights and
obligations of the Company under this Agreement shall inure to
the benefit of, and shall be binding upon, the successors and
assigns of the Company.
19. Notices. Any notice required or permitted to be given
pursuant to this Agreement shall be in writing, and sent to the
party for whom (or which) it is intended at the address of such
parties set forth below by registered or certified mail, return
receipt requested, or at such other address either party shall
designate by notice to the other in the manner provided herein
for giving notice.
If to the Company PAREXEL International Corporation
000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Chairman of Compensation
Committee
If to the Employee Xxxxx X. xxx Xxxxxxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the parties hereto has executed
this Employment Agreement (which may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same instrument) as of the date and year first above
written.
PAREXEL International Corporation
By: /s/Xxxxxxx X. Xxxx, Xx.
Xxxxxxx X. Xxxx, Xx.
Title:Chief Financial Officer
/s/Xxxxx X. xxx Xxxxxxxxxx
Xxxxx X. xxx Xxxxxxxxxx
