Exhibit 10.20
(QUINTILES TRANSNATIONAL CORP. LOGO)
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement"), dated as of JUNE 1,
2003, is made and entered into by QUINTILES TRANSNATIONAL CORP. a North Carolina
corporation (hereinafter the "Company") and XXXXXXX XXXXXXXX (hereinafter the
"Executive"). The Company desires to employ Executive as its EXECUTIVE, VICE
PRESIDENT GLOBAL HUMAN RESOURCES and provide adequate assurances to Executive
and Executive desires to accept such employment on the terms set forth below,
which terms Executive agreed to in Executive's offer letter.
In consideration of the mutual promises set forth below and other good and
valuable new consideration, the receipt and sufficiency of which the parties
acknowledge, the Company and Executive agree as follows:
1. EMPLOYMENT. The Company employs Executive and Executive accepts
employment on the terms and conditions set forth in this Agreement
and the offer letter dated June, 10, 2003, a copy of which is
appended hereto and the terms of which are incorporated herein.
2. NATURE OF EMPLOYMENT. Executive shall serve as EXECUTIVE VICE
PRESIDENT, GLOBAL HUMAN RESOURCES, reporting directly to the Chairman, and have
such responsibilities and authority as the Company may assign from time to time.
Additionally, Executive agrees to perform such other duties consonant with those
of an executive at his level as the Company may set from time to time.
2.1 Executive shall perform all duties and exercise all authority in
accordance with, and shall otherwise comply with, all Company policies,
procedures, practices and reasonable directions.
2.2 Executive shall devote all working time, best efforts, knowledge
and experience to perform successfully his duties and advance the Company's
and/or its Affiliates' interests. During his employment, Executive shall not
engage in any other business activities of any nature whatsoever (including
board memberships) for which he receives compensation without the Company's
prior written consent; provided, however, this provision does not prohibit him
from personally owning and trading in stocks, bonds, securities, real estate,
commodities or other investment properties for his own benefit, which do not
create actual or potential conflicts of interest with the Company and/or its
Affiliates. As used in this Agreement, "Affiliates" shall mean: (i) any
Company's parent, subsidiary or related entity; and/or (ii) any entity directly
or
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indirectly controlled or beneficially owned in whole or part by the Company or
Company's parent, subsidiary or related entity.
2.3 Executive's base of operation shall be Research Triangle Park,
North Carolina, subject to business travel as may be necessary in the
performance of Executive's duties.
3. COMPENSATION.
3.1 BASE SALARY. Executive's annual salary for all services rendered
shall be $350,000 (less applicable withholdings), payable in accordance with the
Company's policies, procedures and practices as they may exist from time to
time. Executive's salary shall be reviewed in accordance with the Company's
policies, procedures and practices as they may exist from time to time.
3.2 EXECUTIVE COMPENSATION PLAN. Executive may participate as a
Level 2.0 employee in the Executive Compensation Plan (or successor plans)
("ECP") which may be made available from time to time to Company executives at
Executive's level; provided, however, that Executive's participation is subject
to the applicable terms, conditions and eligibility requirements of the plan
documents, some of which are within the plan administrator's discretion, as they
may exist from time to time; provided, however, that Executive must be treated
the same as Company executives at Executive's level.
3.3 TAX RETURNS. Executive shall be entitled to tax return
preparation and reasonable financial planning, consultation and advice by the
Company's accounting firm and/or legal counsel and/or financial consultants as
Executive chooses consistent with Company policy and in an amount capped for all
Company executives at Executive's level.
3.4 OTHER BENEFITS. Executive may participate in all available
medical, dental and disability insurance, 401(k), pension, personal leave, car
allowance and other employee benefit plans and programs, except Executive may
not receive severance payments other than specified in this Agreement; provided,
however, that Executive's participation in benefit plans and programs is subject
to the applicable terms, conditions and eligibility requirements of these plans
and programs, some of which are within the plan administrator's discretion, as
they may exist from time to time.
3.5 BUSINESS EXPENSES. Executive shall be reimbursed for reasonable
and necessary expenses actually incurred by him/her in performing services under
this Agreement in accordance with and subject to the terms and conditions of the
applicable Company reimbursement policies, procedures and practices as they may
exist from time to time. Expenses
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covered by this provision include but are not limited to travel, entertainment,
professional dues, subscriptions and dues, fees and expenses associated with
membership in various professional, and business and civic associations of which
Executive's participation is in the Company's best interest.
3.6 Nothing in this Agreement shall require the Company to create,
continue or refrain from amending, modifying, revising or revoking any of the
plans, programs or benefits set forth in Sections 3.2 through 3.5. Any
amendments, modifications, revisions and revocations of these plans, programs
and benefits shall apply to Executive.
3.7 If, at any time during which Executive is receiving salary or
post-termination payments from the Company, he receives payments on account of
mental or physical disability from any Company-provided plan, then the Company,
at its discretion, may reduce his salary or post-termination payments by the
amount of such disability payments.
4. TERM OF EMPLOYMENT. The original term of employment shall be for a
one (1) year period commencing on July 14, 2003, and terminating on July 14,
2004, subject to the following provisions:
4.1 Upon the expiration of the original or any renewal term of
employment, Executive's employment shall be automatically renewed for an
additional one (1) year period unless, at least ninety (90) days prior to the
renewal date, either party gives the other party written notice of its intent
not to continue the employment relationship. During any renewal term of
employment, the terms, conditions and provisions set forth in this Agreement
shall remain in effect unless modified in accordance with Section 14.
4.2 Either party may terminate the employment relationship without
cause at any time upon giving the other party ninety (90) days' written notice.
4.3 The Company may terminate the Executive's employment
relationship immediately without notice at any time for the following reasons
which shall constitute "Cause": (i) Executive's death; (ii) Executive's physical
or mental inability to perform the essential functions of his duties
satisfactorily for a period of 180 consecutive days or 180 days in total within
a 365-day period as determined by an independent physician and in accordance
with applicable law; (iii) any act or omission of Executive constituting willful
misconduct (including willful violation of the Company's policies), gross
negligence, fraud, misappropriation, embezzlement, criminal behavior, conflict
of interest or competitive business activities which, as determined by the
Company in its reasonable discretion, shall cause material harm, or any other
actions that are materially detrimental to the Company or any Affiliates'
interest; (iv or (iv)
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Executive's material breach of this Agreement With respect to (iii) and (iv)
above, the Company may terminate the Executive for Cause only after the
Executive's failure to cure his material breach of this Agreement after the
Company has given the Executive notice of the material breach and at least
thirty (30) days to cure the breach (or such longer period as may be reasonably
required to cure the breach as long as the Executive is making good faith
efforts to do so). The Executive shall have the right to contest the Company's
termination of the Executive for Cause in which event such termination shall be
deemed effective only after it has been affirmed by an impartial tribunal or
court of competent jurisdiction. In any such action or proceeding, the
prevailing party shall be awarded his/its reasonable costs and attorneys' fees.
4.4 Executive may terminate Executive's employment with the Company
as a result of the Company's failure to cure its material breach of this
Agreement after Executive has given the Company notice of the material breach
and at least thirty (30) days to cure the breach (or such longer period as may
be reasonably required to cure the breach as long as the Company is making good
faith efforts to do so). The Company shall have the right to contest the
Executive's termination of his employment under this Section 4.4 in which event
such termination shall be deemed effective only after it has been affirmed by an
impartial tribunal or court of competent jurisdiction. In any such action or
proceeding, the prevailing party shall be awarded his/its reasonable costs and
attorneys' fees.
4.5 This Agreement shall terminate upon the termination of the
employment relationship with the following exceptions: Section 6 (Trade Secrets,
Confidential Information, Company Property and Competitive Business Activities),
7 (Intellectual Property Ownership), 8 (License), 9 (Release), and shall survive
the termination of Executive's employment and/or the expiration or termination
of this Agreement, regardless of the reasons for such expiration or termination.
5. COMPENSATION AND BENEFITS UPON TERMINATION.
5.1 The Company's obligation to compensate Executive ceases on the
effective termination date except as to: (i) amounts due at that time; (ii) any
amount subsequently due pursuant to the plan described in Section 3.2; and (iii)
any compensation and/or benefits to which he may be entitled to receive pursuant
to Sections 5.2,5.3,5.4 or 5.5.
5.2 If the Company terminates Executive's employment pursuant to
Sections 4.1 (notice of non-renewal) or 4.2 (without cause), then the Company's
sole obligation shall be to pay Executive: (i) amounts due on the effective
termination date; (ii) any amounts subsequently due pursuant to the plan
described in Section 3.2; and (iii) subject to Executive's compliance with
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Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to his
then current monthly salary (less applicable withholdings) for eighteen (18)
months, decreasing to twelve (12) months after two (2) full years of employment,
payable in equal monthly installments. The Executive shall have no duty to
mitigate with respect to his entitlement to or receipt of any payment described
in this Section 5.2
5.3 During the period during which Executive receives
post-termination payments pursuant to Section 5.2, he may continue to
participate, to the extent permitted by the applicable plans and subject to
their terms, conditions and eligibility requirements, in all employee welfare
benefits plans (as defined by the Employee Retirement Income Security Act of
1974, as amended) in which Executive participated on his effective termination
date. The Company will pay or, at the Company's discretion, reimburse Executive
for the premiums actually paid, to continue coverage under such plans during the
period. Notwithstanding the Company's payment of or reimbursement for the
premiums, any coverage under such plans shall be subject to the terms,
conditions and eligibility requirements of such plans, and nothing in this
Section shall constitute any guaranty of coverage.
5.4 If the Company terminates Executive's employment as provided in
Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii)
(materially harmful acts or omissions), or (iv) (Executive's material breach) or
if the Executive terminates his employment pursuant to Section 4.1 (notice of
non-renewal) or Section 4.2 (without cause), then the Company's sole obligation
shall be to pay Executive: (i) amounts due on the effective termination date and
(ii) any amounts subsequently due pursuant to the plan described in Section 3.2.
Executive, except when employment terminates pursuant to Section 4.3(i) (death),
shall comply with Sections 6,7,8 and 9 of this Agreement upon expiration or
termination of this Agreement.
5.5 If Executive terminates the employment relationship as a result
of the Company's failure to cure its material breach of this Agreement after he
has given the Company notice of the material breach and 30 days in which to cure
the breach (or such longer period as may be reasonably required to cure the
breach as long as the Company is making good faith efforts to do so), pursuant
to Section 4.4 of this Agreement, then the Company's sole obligation to
Executive in lieu of any other damages or other relief to which he otherwise may
be entitled shall be (i) an amount equal to amounts due at the time of his
termination; and (ii) subject to Executive's compliance with Sections 6, 7, 8
and 9 and subject to Sections 3.7 and 5.6, continued payments in an amount equal
to his then current monthly salary (less applicable withholdings) for eighteen
(18) months., decreasing to twelve (12) months after two (2) full years of
employment, payable in equal monthly installments. The Executive shall have no
duty to mitigate with respect to his entitlement to or receipt of any payment
described in this Section 5.5.
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5.6 The Company's obligation to provide the payments under Sections
5.2 and 5.5 is conditioned upon Executive's execution of an enforceable release
of all claims and his compliance with Sections 6, 7, 8 and 9 of this Agreement.
If Executive chooses not to execute such a release or fails to comply with these
sections, then the Company's obligation to compensate him/her ceases on the
effective termination date except as to amounts due at that time and any amount
subsequently due pursuant to the plan described in Section 3.2.
5.7 Executive is not entitled to receive any compensation or
benefits upon his termination except as: (i) set forth in this Agreement; (ii)
otherwise required by law; or (iii) otherwise required by any employee benefit
plan in which he participates. Nothing in this Agreement, however, is intended
to waive or supplant any death, disability, retirement, 401(k) or pension
benefits to which he may be entitled under employee benefit plans in which he
participates.
6. TRADE SECRETS, CONFIDENTIAL INFORMATION, COMPANY PROPERTY AND
COMPETITIVE BUSINESS ACTIVITIES. Executive acknowledges that: (i) the Company
and its Affiliates have worldwide business operations, a worldwide customer
base, and are engaged in the business of contract research, sales and marketing,
healthcare policy consulting and health information management services to the
worldwide pharmaceutical, biotechnology, medical device and healthcare
industries; (ii) by virtue of his employment by and upper-level position with
the Company, he has or will have access to Trade Secrets and Confidential
Information (as defined in Sections 6.1(5) and 6.1(6)) of the Company and its
Affiliates, including valuable information about their worldwide business
operations and entities with whom they do business in various locations
throughout the world, and has developed or will develop relationships with their
customers and others with whom they do business in various locations throughout
the world; and (iii) the Trade Secret, Confidential Information and Competitive
Business Activities' provisions set forth in this Agreement are reasonably
necessary to protect the Company's and its Affiliates' legitimate business
interests, are reasonable as to the time, territory and scope of activities
which are restricted, do not interfere with public policy or public interest and
are described with sufficient accuracy and definiteness to enable him/her to
understand the scope of the restrictions imposed on him/her.
6.1 TRADE SECRETS AND CONFIDENTIAL INFORMATION. Executive
acknowledges that: (i) the Company and/or its Affiliates will disclose to
him/her certain Trade Secrets and Confidential Information; (ii) Trade Secrets
and Confidential Information are the sole and exclusive property of the Company
and/or its Affiliates (or a third party providing such information to the
Company and/or its Affiliates) and the Company and/or its Affiliates or such
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third party owns all worldwide rights therein under patent, copyright,
trademarks, trade secret, confidential information or other property right; and
(iii) the disclosure of Trade Secrets and Confidential Information to Executive
does not confer upon him/her any license, interest or rights of any kind in or
to the Trade Secrets or Confidential Information.
6.1(1) Executive may use the Trade Secrets and Confidential
Information only while he is employed or otherwise retained by the Company and
only then in accordance with applicable Company policies and procedures and
solely for the Company's benefit. Except as authorized in the performance of
services for the Company, Executive will hold in confidence and will not, either
or indirectly, in any form, by any means, or for any purpose, disclose,
reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or
transfer Trade Secrets or Confidential Information or any portion thereof. Upon
the Company's request, Executive shall return Trade Secrets and Confidential
Information and all related materials.
6.1(2) If Executive is required to disclose Trade Secrets or
Confidential Information pursuant to a court order, subpoena or other government
process or such disclosure is necessary to comply with applicable law or defend
against claims, he shall: (i) notify the Company promptly before any such
disclosure is made; (ii) at the Company's request and expense take all
reasonably necessary steps to defend against such disclosure, including
defending against the enforcement of the court order, other government process
or claims; and (iii) permit the Company to participate with counsel of its
choice in any proceeding relating to any such court order, subpoena, other
government process or claims.
6.1(3) Executive's obligations with regard to Trade Secrets
shall remain in effect for as long as such information shall remain a trade
secret under applicable law.
6.1(4) Executive's obligations with regard to Confidential
Information shall remain in effect while he is employed or otherwise retained by
the Company and/or its Affiliates and for fifteen (15) years thereafter.
6.1(5) As used in this Agreement, "Trade Secrets" means
information of the Company, its Affiliates and its and/or their licensors,
suppliers, customers, or prospective licensors or customers, including, but not
limited to, data, formulas, patterns, compilations, programs, devices, methods,
techniques, processes, financial data, financial plans, product plans, or lists
of actual or potential customers or suppliers, which: (i) derives independent
actual or potential commercial value, from not being generally known to or
readily ascertainable through independent development or reverse engineering by
persons or entities who can obtain economic value from its disclosure or use;
and (ii) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy.
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6.1(6) As used in this Agreement, "Confidential Information"
means information other than Trade Secrets, that is of value to its owner and is
treated as confidential, including, but not limited to, future business plans,
licensing strategies, advertising campaigns, information regarding executives
and employees, and the terms and conditions of this Agreement; provided,
however, Confidential Information shall not include information which is in the
public domain or becomes public knowledge through no fault of Executive.
6.2 COMPANY PROPERTY. Upon termination of his employment, Executive
shall: (i) deliver to the Company all records, memoranda, data, documents and
other property of any description which refer or relate in any way to Trade
Secrets or Confidential Information, including all copies thereof, which are in
his possession, custody or control; (ii) deliver to the Company all Company
and/or Affiliates property (including, but not limited to, keys, credit cards,
client files, contracts, proposals, work in process, manuals, forms, computer
stored work in process and other computer data, research materials, other items
of business information concerning any Company and/or Affiliates client, or
Company and/or Affiliates business or business methods, including all copies
thereof) which is in his possession, custody or control; (iii) bring all such
records, files and other materials up to date before returning them and xxxx the
Company for any work outside his daily job duties if bringing these materials up
to date requires Executive to perform services beyond the termination date; and
(iv) fully cooperate with the Company in winding up his work and transferring
that work to other individuals designated by the Company.
6.3 COMPETITIVE BUSINESS ACTIVITIES. During his employment and the
one (1) year following his effective termination date (regardless of the reason
for the termination), Executive will not engage in the following activities:
(A) on Executive's own or another's behalf, whether as an
officer, director, stockholder, partner, associate, owner, employee, consultant
or otherwise, directly or indirectly:
(i) compete with the Company or its Affiliates within
the geographical areas set forth in Section 6.3(1); except that Executive,
without violating this provision, may become employed by any company which is
engaged in the integrated development, discovery, manufacture, marketing and
sale of pharmaceutical drugs that does not engage in contract sales and/or
research;
(ii) within the geographical areas set forth in Section
6.3(1), solicit or do business which is the same, similar to or otherwise in
competition with the business
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engaged in by the Company or its Affiliates, from or with persons or entities:
(A) who are customers of the Company or its Affiliates; (B) who Executive or
someone for whom he was responsible solicited, negotiated, contracted or
serviced on the Company's or its Affiliates' behalf: or (C) who were customers
of the Company or its Affiliates at any time during the last year of Executive's
employment with the Company;
(iii) offer employment to or otherwise solicit for
employment any employee or other person who had been employed by the Company or
its Affiliates during the last year of Executive's employment with the Company;
or
(B) directly or indirectly take any action which is materially
detrimental or otherwise intended to be adverse to the Company's and/or
Affiliates' goodwill, name, business relations, prospects and operations.
6.3(1) The restrictions set forth in Section 6.3 apply to the
following geographical areas; (i) within a 60-mile radius of the location of the
Company where the Executive had an office during the Executive's employment with
the Company; (ii) any city, metropolitan area, county (or similar political
subdivision in foreign countries) in which Executive's substantial services were
provided, or for which Executive had substantial responsibility, or in which
Executive performed substantial work on Company and/or Affiliates' projects,
while employed by the Company; and (iii) any city, metropolitan area, county (or
similar political subdivisions in foreign countries) in which the Company or its
Affiliates is located or does or, during Executive's employment with Company,
did business.
6.3(2) Not withstanding the foregoing, Executive's ownership,
directly or indirectly, of not more than one percent of the issued and
outstanding stock of a corporation the shares of which are regularly traded on a
national securities exchange or in the over-the-counter market shall not violate
Section 6.3.
6.4 REMEDIES. Executive acknowledges that his failure to abide by
the Trade Secrets, Confidential Information, Company Property or Competitive
Business Activities provisions of this Agreement would cause irreparable harm to
the Company and/or its Affiliates for which legal remedies would be inadequate.
Therefore, in addition to any legal or other relief to which the Company and/or
its Affiliates may be entitled by virtue of Executive's failure to abide by
these provisions: (i) the Company will be released of its obligations under this
Agreement to make any post-termination payments, including but not limited to
those otherwise available pursuant to Sections 5.2, 5.3, 5.4, 5.5; (ii) the
Company may seek legal and equitable relief, including but not limited to
preliminary and permanent injunctive relief, for Executive's actual or
threatened failure to abide by these provisions; (iii) Executive will return all
post-
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termination payments received pursuant to this Agreement, including but not
limited to those received pursuant to Sections 5.2, 5.3, 5.4, 5.5;; and (iv) if,
as a result of Executive's failure to abide by the Trade Secrets, Confidential
Information, Company Property or Competitive Business Activities provisions, any
commission or fee becomes payable to Executive or to any person, corporation or
other entity with which Executive has become employed or otherwise associated.
Executive shall pay the Company or cause the person, corporation or other entity
with whom he has become employed or otherwise associated to pay the Company an
amount equal to such commission or fee. In the event that the Company exercises
its right to discontinue payments under this provision and/or Executive returns
all post-termination payments received pursuant to this Agreement, Executive
shall remain obligated to abide by the Trade Secrets, Confidential Information,
Company Property and Competitive Business Activities provisions set forth in
this Agreement.
6.5 TOLLING. The period during which Executive must refrain from the
activities set forth in Sections 6.1 and 6.3 shall be tolled during any period
in which he fails to abide by these provisions.
6.6 OTHER AGREEMENTS. Nothing in this Agreement shall terminate,
revoke or diminish Executive's obligations or the Company's and/or its
Affiliates' rights and remedies under law or any agreements relating to trade
secrets, confidential information, non-competition or intellectual property
which Executive has executed in the past or may execute in the future or
contemporaneously with this Agreement.
7. INTELLECTUAL PROPERTY OWNERSHIP.
7.1 As used in this Agreement, "Work Product" shall mean the data,
materials, documentation, computer programs, inventions (whether or not
patentable), improvements, modifications, discoveries, methods, developments,
picture, audio, video, artistic works and all works of authorship, including all
worldwide rights therein under patent, copyright, trademark, trade secret,
confidential information or other property right, created or developed in whole
or in part by Executive, while employed by the Company (whether developed during
work hours or not), whether prior or subsequent to the date of this Agreement.
7.2 All Work Product shall be considered work made for hire by
Executive and owned by the Company. If any of the Work Product may not, by
operation of law be considered work made for hire by Executive for the Company,
or if ownership of all right, title, and interest of the intellectual property
rights therein shall not otherwise vest exclusively in the Company, Executive
hereby assigns to the Company, and upon the future creation thereof
automatically assigns to the Company, without further consideration, the
ownership of all Work Product. The
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Company shall have the right to obtain and hold in its own name copyrights,
registrations and any other protection available in the Work Product. Executive
agrees to perform, during or after his employment, such further acts which the
Company requests as may be necessary or desirable to transfer, perfect and
defend its ownership of the Work Product.
7.3 Notwithstanding the foregoing, this Agreement shall not require
assignment of any invention that: (i) Executive developed entirely on his own
time without using the Company's equipment, supplies, facilities, Trade Secrets
or Confidential Information; and (ii) does not relate to the Company's business
or actual or anticipated research or development or result from any work
performed by Executive for the Company.
7.4 Executive shall promptly disclose to the Company in writing all
Work Product conceived, developed or made by him/her, individually or jointly.
8. LICENSE. To the extent that any preexisting materials are contained in
Work Product which Executive delivers to the Company or its customers, Executive
grants to the Company an irrevocable, nonexclusive, worldwide, royalty-free
license to: (i) use and distribute (internally or externally) copies of, and
prepare derivative works based upon, such preexisting materials and derivative
works thereof; and (ii) authorize others to do any of the foregoing.
9. RELEASE. Executive acknowledges that: (i) as a part of his services, he
may provide his image, likeness, voice or other characteristics; and (ii) the
Company may use his image, likeness, voice or other characteristics and
expressly releases the Company, its Affiliates and its and/or their agents,
employees, licensees and assigns from and against any and all claims which he
has or may have for invasion of privacy, right of privacy, copyright
infringement or any other causes of action arising out of the use, adaptation,
reproduction, distribution, broadcast or exhibition of such characteristics.
10. EMPLOYEE REPRESENTATION. Executive represents and warrants that his
employment and obligations under this Agreement will not breach any duty or
obligation he owes to another.
11. OFFICERS AND DIRECTORS INDEMNIFICATION PROVISIONS. To the extent
Executive serves as a Company and/or Affiliate officer or director, Executive
shall be entitled to insurance under Company's directors and officers'
indemnification policies comparable to any such insurance covering executives of
the applicable entity serving in similar capacities. Further, the Company's
bylaws shall contain provisions granting to Executive the maximum indemnity
protection allowed under applicable law and the Company hereby agrees to
indemnify
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and hold harmless Executive in accordance with such maximum indemnity protection
allowed under applicable law.
12. NOTICES. All notices, requests, demands and other communications
required or permitted to be given in writing pursuant to this Agreement shall be
deemed given and received: (A) upon delivery if delivered personally; (B) on the
fifth (5th) day after being deposited with the U.S. Postal Service if mailed by
first class mail, postage prepaid, registered or certified with return receipt
requested, at the addresses set forth below; (C) on the next day after being
deposited with a reliable overnight delivery service; or (D) upon receipt of an
answer back confirmation, if transmitted by telefax, addressed to the below
indicated telefax number. Notice given in another manner shall be effective only
if and when received by the addressee. For purposes of notice, the addresses and
telefax number (if any) of the parties shall be as follows:
If to the Executive, to: Xxxxxxx Xxxxxxxx
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
With a copy to: Xxxxxxx X. Xxxxxxxxx, Esq.
Xxxxxxxx Xxxxx Singer & Xxxxxxxxx, LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
If to the Company, to: Quintiles Transnational Corp.
0000 Xxxxxxxxxx Xxxxx
Riverbirch Building,Suite 300
Durham, North Carolina 27703-8411
Attn: General Counsel
provided that: (A) each party shall have the right to change its address for
notice, and the person who is to receive notice, by the giving of fifteen (15)
days' prior written notice to the other party in the manner set forth above; and
(B) notices shall be effective if given to the other party in the manner set
forth above regardless of whether a copy was received by the additional
addressee specified above.
13. WAIVER OF BREACH. The Company's or Executive's waiver of any breach of
a provision of this Agreement shall not waive any subsequent breach by the other
party.
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14. ENTIRE AGREEMENT. Except as expressly provided in this Agreement, this
Agreement: (i) supersedes all other understandings and agreements, oral or
written, between the parties with respect to the subject matter of this
Agreement; and (ii) constitutes the sole agreement between the parties with
respect to this subject matter. Each party acknowledges that: (i) no
representations, inducements, promises or agreements, oral or written, have been
made by any party or by anyone acting on behalf of any party, which are not
embodied in this Agreement; and (ii) no agreement, statement or promise not
contained in this Agreement shall be valid. No change or modification of this
Agreement shall be valid or binding upon the parties unless such change or
modification is in writing and is signed by the parties.
15. SEVERABILITY. If a court of competent jurisdiction holds that any
provision or sub-part thereof contained in this Agreement is invalid, illegal or
unenforceable, that invalidity, illegality or unenforceability shall not affect
any other provision in this Agreement. Additionally, if any of the provisions,
clauses or phrases in the Trade Secrets, Confidential Information or Competitive
Business Activities provisions set forth in this Agreement are held
unenforceable by a court of competent jurisdiction, then the parties desire that
they be "blue-penciled" or rewritten by the court to the extent necessary to
render them enforceable.
16. PARTIES BOUND. The terms, provisions, covenants and agreements
contained in this Agreement shall apply to, be binding upon and inure to the
benefit of the Company's successors and assigns. The Company, at its discretion,
may assign this Agreement to Affiliates. Because this Agreement is personal to
Executive, Executive may not assign this Agreement.
17. GOVERNING LAW. This Agreement and the employment relationship created
by it shall be governed by North Carolina law without giving effect to North
Carolina choice of law provisions. The parties hereby consent to jurisdiction in
North Carolina for the purpose of any litigation relating to this Agreement and
agree that any litigation by or involving them relating to this Agreement shall
be conducted in the courts of Wake County, North Carolina or the federal courts
of the United States for the Eastern District of North Carolina.
IN WITNESS WHEREOF, the parties have entered into this Agreement on the
day and year first written above.
13
/s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxxx
Quintiles Transnational Corp.
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Title: SVP, Deputy General Counsel
-------------------------------
14
