Exhibit 10.182
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter the "Agreement"), made
this 1/st/ day of May, 2002 (the "Effective Date"), by and between PPD
Development, LP, a Texas limited partnership (hereinafter "PPD Development"),
and W. Xxxxxxx Xxxxx (hereinafter "Employee").
RECITALS:
A. Employee desires employment upon the terms and conditions
herein stated.
B. PPD Development desires to employ Employee upon the terms
and conditions herein stated.
C. Employee and PPD Development desire to embody in writing
the terms and conditions of such employment in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises,
covenants and considerations contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Employment. PPD Development hereby employs Employee and
Employee hereby accepts such employment on a full time basis as Senior Vice
President - Global Business Development upon the terms and conditions
hereinafter set forth.
2. Term. The term of this Agreement shall begin on the
Effective Date and shall end on December 31, 2002, unless sooner terminated as
provided herein. Thereafter, this Agreement shall be automatically renewed for
successive one-year terms upon the terms and conditions herein set forth except
for (a) salary adjustments as provided for in Section 9 below and (b) new bonus
plans as provided in Section 3 below, unless either party gives notice as herein
provided to the other of said party's intent not renew this Agreement not less
than 60 days prior to the expiration of the then current term of this Agreement.
3. Salary. For all services rendered by Employee under this
Agreement, PPD Development shall pay to Employee for the initial term hereof a
monthly salary of $13,750. Employee shall also be entitled to a Quarterly Bonus
if the Businesses (as hereinafter defined) attain a certain level of
Authorizations for the applicable calendar quarter of the initial term hereof,
as set forth in Appendix I (effective May 1, 2002) attached. Each Quarterly
Bonus, if any, to which Employee is entitled shall be paid within thirty (30)
days after its determination. Employee shall also be entitled to a Plan Bonus as
provided for in Appendix I (effective May 1, 2002) attached, which Plan Bonus
shall be paid to Employee at the same time annual bonuses, if any, for the
initial
term are or would have been paid to other senior executives of PPD Development.
In addition, Employee shall be entitled to an award of non-qualified stock
options under the Pharmaceutical Product Development, Inc. ("PPD") Equity
Compensation Plan if Authorizations for the Businesses attain specified
percentages of the Annual Target for the initial term hereof as set forth in
Appendix I (effective May 1, 2002). Any such award of stock options for the
initial term shall have an exercise price equal to the NASDAQ closing price on
December 31, 2002, and shall contain such other terms and conditions, including
a three-year linear vesting schedule, as included in stock option awards
generally for other senior executives of PPD Development. As a condition to PPD
Development's obligation to pay the bonuses provided for under this Section 3,
Employee must be employed by PPD Development under and pursuant to the terms and
conditions of this Agreement on the date on which such bonus is due and payable.
A new bonus plan shall be agreed upon by Employee and PPD Development for each
one-year renewal term of this Agreement.
4. Duties. Employee shall have overall responsibility for
business development of (a) PPD Development and all of its subsidiaries as of
the Effective Date, except Pharmaco Investments, Inc., (b) PPD Global Ltd., (c)
Leicester Clinical Research Centre Ltd. and (d) Chelmsford Clinical Trials Unit
Ltd., (e) Piedmont Research Center, Inc., (f) Medical Research Laboratories
International, LLC, (g) Medical Research Laboratories International, BVBA and
(g) PPD Discovery, Inc. (collectively, the "Businesses"). Employee's duties
shall include but not be limited to supervision of the Businesses' sales and
bids and contracts divisions. Employee shall carry out his duties and
responsibilities under the general supervision of the Chief Executive Officer of
PPD. Employee shall undertake such travel as may be required to perform the
duties prescribed herein. During the term of this Agreement, Employee shall
devote substantially all of his working time, attention and energies to the
business of PPD Development and shall perform such other duties as reasonably
requested from time to time by the Chief Executive Officer of PPD.
5. Working Facilities. PPD Development shall furnish
Employee with office space, equipment, technical, secretarial and clerical
assistance and such other facilities, services, support and supplies as may be
reasonably needed to perform the duties herein prescribed in an efficient and
professional manner.
6. Non-Compete. During the term of this Agreement, Employee
hereby agrees that he shall not (a) become an officer, employee, director,
agent, representative, member, associate or consultant of or to a corporation,
partnership or other business entity or person, (b) directly or indirectly
acquire a proprietary interest in a corporation, partnership or other business
entity or person, or (c) directly or indirectly own any stock in a corporation
(other than a publicly traded corporation of which Employee owns less than five
percent (5%) of the outstanding stock) which is engaged in the business of
managing clinical research programs for pharmaceutical and medical products or
in any other business which is developed by PPD Development during the term of
this Agreement anywhere in the United States (whether or not such business is
physically
located within the United States). The parties agree that the business and
operations of PPD Development are national in scope. For that reason, the
parties agree that a geographical limitation on the foregoing covenant is not
appropriate.
7. Termination. Notwithstanding any other provision in this
Agreement to the contrary, this Agreement and Employee's employment hereunder
shall terminate effective upon the date indicated upon the occurrence of any of
the following events:
a. Death of Employee, effective immediately on the date
of death without any notice.
b. A determination by the Chief Executive Officer of
PPD, acting in good faith but made in the sole discretion of the Chief Executive
Officer, that Employee has failed to substantially perform his duties under or
otherwise breached any of the material terms of this Agreement, effective upon
the date said determination is communicated to Employee or such later date, if
any, as specified by the Chief Executive Officer of PPD.
c. A determination by the Chief Executive Officer of
PPD, acting in good faith but made in the sole discretion of the Chief Executive
Officer, that Employee (i) has become physically or mentally incapacitated and
is unable to perform his duties under this Agreement as a result of such
disability, which inability continues for a period of sixty (60) consecutive
calendar days, (ii) has breached any of the material terms of this Agreement,
including failure to meet Quarterly Targets as set forth in Appendix I attached,
(iii) has demonstrated gross negligence or willful misconduct in the execution
of his duties, or (iv) has been convicted of a felony, effective upon the date
said determination is communicated to Employee or such later date, as specified
by the Chief Executive Officer of PPD.
8. Disclosure of Information. Prior to or coincident with
the commencement of the date hereof, Employee shall execute in favor of PPD
Development its standard Proprietary Information and Inventions Agreement, a
copy of which is attached hereto as Annex A.
9. Benefits. During the term hereof, Employee shall be
entitled to participate in all benefits provided by PPD Development to its
employees generally, including but not limited to health insurance, disability
insurance and retirement plans, all of which are currently provided to employees
of PPD Development, subject to the eligibility requirements of any plan(s)
establishing same. Employee shall be subject to PPD Development's policies
applicable to other executive employees of PPD Development with respect to
periodic reviews and adjustments in salary, and shall be considered for and
eligible to participate in benefits, if any, provided generally by PPD
Development to its executive employees, including but not limited to issuance of
stock options, cash bonuses, etc., to the extent such stock options, bonuses,
etc., are not otherwise provided for herein (including in Appendix I), in
connection with Employee's
duties and performance as an executive employee. Employee shall be entitled to
four (4) weeks paid vacation during each year.
10. Expenses. PPD Development will reimburse Employee, in
accordance with and subject to Employee's compliance with PPD Development's
policy, for Employee's necessary and reasonable out-of-pocket expenses incurred
in the course of performance of Employee's duties hereunder. All reimbursement
of expenses to Employee hereunder shall be conditioned upon presentation of
sufficient documentation evidencing such expenses.
11. Remedies. In the event of Employee's actual or threatened
breach of the provisions of Section 6 of this Agreement, PPD Development shall
be entitled to a temporary restraining order and/or permanent injunction
restraining Employee from such breach. Nothing herein shall be construed as
preventing PPD Development from pursuing any other available remedies for such
breach or threatened breach, including recovery of damages from Employee and
from any corporation, partnership or other business entity or person with which
the Employee has entered or attempted to enter into a relationship.
12. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and may
not be altered or amended except by agreement in writing signed by the parties.
13. Waiver of Breach. Waiver by either party of a breach of
any provision of this Agreement by the other party shall not operate as a waiver
of any subsequent breach by the other party. No waiver shall be valid unless in
writing and signed by the party against whom the waiver is sought.
14. Severability. If any portion of this Agreement shall be
declared invalid by a court of competent jurisdiction, the remaining portion
shall continue in full force and effect as if this Agreement has been executed
with the invalid portion eliminated and this Agreement shall be so construed.
15. Benefit. This Agreement shall inure to the benefit of and
be binding upon PPD Development, its successors and assigns, and Employee, his
heirs, successors, assigns and personal representatives.
16. Applicable Law. This Agreement shall be governed by the
laws of the State of North Carolina.
17. Assignment. Neither party may assign his or its rights or
obligations hereunder without the prior written consent of the other.
18. Notice. All notices, demands or other communications to
be given or delivered hereunder or by reason of the provisions of this Agreement
shall be in writing
and shall be deemed to have been properly served if (a) delivered personally,
(b) delivered by a recognized overnight courier service, (c) sent by certified
mail, return receipt requested and first class postage prepaid, or (d) sent by
facsimile transmission followed by a confirmation copy delivered by a recognized
overnight courier service the next day. Date of service of such notice shall be
(i) the date such notice is personally delivered or sent by facsimile
transmission (with issuance by the transmitting machine of a confirmation of
successful transmission), (ii) the date of receipt if sent by certified mail, or
(iii) the date of receipt if sent by overnight courier. Such notices, demands
and other communications shall be sent to the address set forth below, or to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party:
If to PPD Development, then to
PPD Development, LP
0000 Xxxxx 00/xx/ Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Chief Executive Officer
Facsimile: (000) 000-0000
If to Employee, then to:
W. Xxxxxxx Xxxxx
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
19. Arbitration. Except for disputes, controversies, breaches
or claims directly or indirectly related to Sections 6 and the rights to pursue
remedies as set forth in Section 11, any dispute, controversy or claim arising
out of or relating to this Agreement, including but not limited to any breach,
or as to its existence, validity, interpretation, performance or
non-performance, or damages, including claims in tort, shall be decided by a
single neutral arbitrator in Wilmington, North Carolina in binding arbitration
pursuant to the Employment Arbitration Rules of the American Arbitration
Association then in effect. The parties to any such arbitration shall be limited
to the parties to this Agreement or any successor thereof. The arbitration shall
be conducted in accordance with the procedural laws of the United States Federal
Arbitration Act, as amended. The written decision of the arbitrator shall be
final and binding, and may be entered and enforced in any court of competent
jurisdiction and each party specifically acknowledges and agrees to waive any
right to a jury trial in any such forum. Each party to the arbitration shall pay
its fees and expenses, unless otherwise determined by the arbitrator.
20. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same agreement.
21. Descriptive Headings: Interpretation. The descriptive
headings in this Agreement are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the date first hereinabove set forth.
PPD DEVELOPMENT, LP
By: PPD GP, LLC
Its General Partner
By: /s/ Xxxx X. Xxxxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxxxx, Xx.
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Title: Vice President
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/s/ W. Xxxxxxx Xxxxx (SEAL)
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W. Xxxxxxx Xxxxx
