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eResearchTechnology, Inc.
Enabling the Clinical Advantage
MANAGEMENT EMPLOYMENT AGREEMENT
ADDENDUM
This Amendment (this "Amendment") to Management Employment Agreement
dated January 27, 2000 is made this 2nd day of January 2002 between
eResearchTechnology, Inc. ("Company") and Xxxxx Xxxxxxx ("Executive")
Company and Executive are parties to a certain Management Employment
Agreement dated January 27, 2000 (the "Agreement"). Company and Executive now
desire to amend certain provisions of the Agreement as set forth in this
Amendment.
Capitalized terms used but not defined herein shall have the meaning
given to them in the Agreement.
NOW, THEREFORE, Company and Executive, each intending to be legally
bound hereby, agree as follows:
1. The Agreement is hereby amended as follows:
1.1 Section 5. d. is hereby added to read in its entirety as follows:
"Car allowance of $500 per month effective with employment."
1.2 Section 11. e. is hereby amended and restated to read in its
entirety as follows:
"Notwithstanding any contrary provision contained in this Employment
Agreement, in the event that either (a) there is a "Change of Control"
(as hereafter defined) and neither the Company nor the Buyer offers the
Executive a position with comparable responsibilities, authority,
location or compensation, or (b) after the date of the Change in
Control but before the first anniversary thereof, the Executive's
responsibilities, authority, location, or compensation are not
acceptable to the Executive the Executive may elect to resign and
receive severance equal to twelve month's annual salary and applicable
prorated bonus, hereunder, payable in one lump sum in accordance with
the Company's policy.
In addition, the Executive will continue to receive (subject to payment
of any applicable premium co-pay) standard health, dental, disability,
life and accident insurance benefits for the twelve-month period
following the termination of employment.
The Executive must provide written notice of such election not less
than sixty days following the date of the Change of Control or, if the
Executive's new position is changed within the time period and in the
manner described above, within thirty days following such event.
The term "Change of Control", as utilized herein, refers to:
(i) A change of control of a nature that would be required to
be reported in the Company's proxy statement under the
Securities Exchange Act of 1934, as amended;
(ii) The approval by the Board of Directors of a sale, not in
the ordinary course of business, of all or substantially
all of the Company's assets and business to an unrelated
third party and the consummation of such transaction; or
(iii) The approval by the Board of Directors of any merger,
consolidation, or like business combination or
reorganization of the Company, the consummation of which
would result in the occurrence of any event described in
clause (i) or (ii) above, and the consummation of such
transaction."
2. Miscellaneous
2.1 All references to the Agreement in any documents and instruments
executed by the parties in connection with the Agreement shall be deemed to
refer to the Agreement as the same has been amended through the date hereof, and
as the same may be amended in the future.
2.2 This Amendment may be executed in any number of counterparts and
each such counterpart shall be deemed an original, but all such counterparts
shall constitute but one and the same agreement.
2.3 The Agreement and this Amendment may be modified or amended by the
parties hereto only by a written agreement executed by both parties.
2.4 Except as expressly amended hereby, all of the terms and provisions
of the Agreement shall remain in full force and effect and are hereby ratified
and confirmed in every aspect.
2.5 This Amendment shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Pennsylvania, without regard to
conflicts of laws principles.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed on the date first written above.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx
Title: President & Chief Executive
Officer
