AMENDED AND RESTATED CHANGE OF
CONTROL/SEVERANCE AGREEMENT
This AMENDED AND
RESTATED CHANGE OF CONTROL/SEVERANCE AGREEMENT, dated as of
October 31, 2008 by and between PAREXEL International
Corporation (together with all subsidiaries or affiliates
hereinafter referred to as the “Company”) and Mark A.
Goldberg (the “Executive”).
WHEREAS, the
Executive has been hired as a senior executive of the Company and
is expected to make major contributions to the Company;
WHEREAS, the
Company desires continuity of management;
WHEREAS, the
Executive is willing to render services to the Company subject to
the conditions set forth in this Agreement; and
WHEREAS, the
Executive and the Company have entered into an Amended and Restated
Change of Control/Severance Agreement (the “Current
Agreement”), dated as of April 15, 2008, and both
parties desire to amend and restate the Current Agreement as set
forth herein.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and the Executive agree
that the Current Agreement be amended and restated in its entirety
as follows:
1.
Termination without Cause .
In the event the
Company terminates the Executive’s employment with the
Company without Cause (as such term is defined in Section 5(c)
below), the Company shall:
(a) pay
to the Executive a lump sum amount (net of any required
withholding) equal to twelve (12) months of monthly base
salary (at the highest monthly base salary rate in effect for the
Executive in the twelve month period prior to the termination of
his employment)(“Base Salary”)(which shall be paid
within ten business days following the Executive’s last date
of employment);
(b) pay
to the Executive a lump sum amount (net of any required
withholding) equal to the pro rata share of the bonus that would
otherwise have been payable to the Executive pursuant to the
Company’s Performance Bonus Plan (the “PBP”)
during the year in which the termination occurs had his employment
not been terminated by the Company, based on bonus arrangements in
effect at any time during the twelve month period immediately prior
to the termination of his employment, such pro rata share to be
calculated from the beginning of the fiscal year in which the
termination occurs through the date of termination (which shall be
paid within ten business days after the payment of bonuses, if any,
to the Company’s executive officers pursuant to the PBP for
the year in which the termination occurred); provided, however,
that such pro rata bonus shall only be payable to the extent of,
and in accordance with, (i) the Company’s determination
that the Company’s and the Executive’s PBP performance
goals have been satisfied, and (ii) the
Company’s
determination to pay bonuses to its executive officers, for the
year in which the termination occurs;
(c) upon
the effective termination of the Executive’s employment,
cause any unexercisable installments of any stock options of the
Company or any subsidiary or affiliate of the Company held by the
Executive on the Executive’s last date of employment with the
Company that have not expired to become exercisable; and
(d) upon the
effective termination of the Executive’s employment, cause
any unvested portion of any qualified or non-qualified capital
accumulation benefits, and any unvested portion of any qualified or
non-qualified awards made pursuant to any stock incentive plans,
including, but not limited to, restricted stock units, restricted
stock, stock appreciation rights and all other equity based awards
(but excluding stock options), to become immediately vested
(subject to applicable law) and free from all restrictions and
conditions.
2.
Termination Prior to a Change of Control .
(a) Notwithstanding
the provisions of Section 1 above, if, within nine months
prior to a Change of Control (as such term is defined in Section
5(b) below) and subsequent to the commencement of substantive
discussions that ultimately result in the Change of Control, the
Company terminates the Executive’s employment with the
Company without Cause (as such term is defined in Section 5(c)
below), the Company shall:
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(1)
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Pay
to the Executive, within ten (10) business days following the
Change of Control, a lump sum amount (net of any required
withholding) equal to: (i) twelve (12) months of Base
Salary, plus (ii) the target bonus that could have been
payable to the Executive (assuming continued employment) during the
year in which the termination of employment occurs based on bonus
arrangements in effect at any time during the twelve month period
immediately prior to the termination of his employment;
and
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(2)
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Provide the Executive and his
dependents with life, accident, health and dental insurance
substantially similar to that which the Executive was receiving
immediately prior to the termination of his employment until the
earlier of: (i) the date which is twelve (12) months
following the Change of Control; or (ii) the date the
Executive commences subsequent employment; and
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(3)
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On
the Change of Control, cause any unexercisable installments of any
stock options of the Company or any subsidiary or affiliate of the
Company held by the Executive on the Executive’s last date of
employment with the Company that have not expired to become
exercisable on the Change of Control; provided ,
however , that: (i) such acceleration of
exercisability shall not occur as to any option if the Change of
Control does not occur within the period within which the Executive
may exercise such option after a termination of employment in
accordance
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with the
provisions of the relevant option agreement and option plan; and
(ii) any such acceleration of exercisability shall not extend
the period after a termination of employment within which any
option may be exercised by the Executive in accordance with the
provisions of the relevant option agreement and option plan;
and
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(4)
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On
the Change of Control, cause any unvested portion of any qualified
or non-qualified capital accumulation benefits, and any unvested
portion of any qualified or non-qualified awards made pursuant to
any stock incentive plans, including, but not limited to,
restricted stock units, restricted stock, stock appreciation rights
and all other equity based awards (but excluding stock options), to
become immediately vested (subject to applicable law);
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provided , however , that any amounts and benefits
set forth in this Section 2 shall be reduced by any and all
other severance or other amounts or benefits paid or payable to the
Executive as a result of the termination of his or her
employment.
3.
Termination Following a Change of Control .
(a) Notwithstanding
the provisions of Section 1 above, if, at any time during a
period commencing with a Change of Control and ending eighteen
months after such Change of Control the Company terminates the
Executive’s employment without Cause (as such term is defined
in Section 5(c) below) or the Executive terminates his employment
with the Company for Good Reason (as such term is defined in
Section 3(b) below) ( provided , however , that a
termination for Good Reason by the Executive can only occur if
(i) the Executive has given the Company a Notice of
Termination indicating the existence of a condition giving rise to
Good Reason and the Company has not cured the condition giving rise
to Good Reason within thirty (30) days after receipt of such
Notice of Termination, and (ii) such Notice of Termination is
given within ninety (90) days after the initial occurrence of
the condition giving rise to Good Reason and further provided that
a termination for Good Reason shall occur no later than two years
after the initial existence of the condition constituting
“Good Reason”), the Company shall:
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(1)
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Pay
to the Executive, within ten (10) business days following the
Executive’s last date of employment, a lump sum amount (net
of any required withholding) equal to: (i) twelve
(12) months of Base Salary, plus (ii) the target bonus
that could have been payable to such Executive (assuming continued
employment) during the year in which the termination of employment
occurs based on bonus arrangements in effect immediately prior to
the termination of his or her employment (all payments under
Sections 1, 2 and this Section 3(a) being referred to
collectively, as the “Severance Payments”);
and
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(2)
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Provide the Executive and his
dependents with life, accident, health and dental insurance
substantially similar to that which the Executive was receiving
immediately prior to the termination of his employment until
the
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earlier of:
(i) the date which is twelve (12) months following the
Executive’s last day of employment; or (ii) the date the
Executive commences subsequent employment; and
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(3)
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Cause any unexercisable installments
of any stock options of the Company or any subsidiary or affiliate
of the Company held by the Executive on the Executive’s last
date of employment with the Company that have not expired to become
exercisable on such last date of employment; provided ,
however , that: (i) such acceleration of
exercisability shall not occur as to any option if the Change of
Control does not occur within the period within which the Executive
may exercise such option after a termination of employment in
accordance with the provisions of the relevant option agreement and
option plan; and (ii) any such acceleration of exercisability
shall not extend the period after a termination of employment
within which any option may be exercised by the Executive in
accordance with the provisions of the relevant option agreement and
option plan; and
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(4)
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Cause any unvested portion of any
qualified or non-qualified capital accumulation benefits, and any
portion of any qualified or non-qualified awards made pursuant to
any stock incentive plans, including, but not limited to,
restricted stock units, restricted stock, stock appreciation rights
and all other equity based awards (but excluding stock options), to
become immediately vested (subject to applicable law);
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provided , however , that any amounts and benefits
set forth in this Section 3 shall be reduced by any and all
other severance or other amounts or benefits paid or payable to the
Executive as a result of the termination of his or her
employment.
(b) For
purposes of Section 3 above, “Good Reason” shall
mean the occurrence of one or more of the following events
following a Change of Control, as the case may be: (i) the
assignment to the Executive of any duties inconsistent in any
adverse, material respect with his position, authority, duties or
responsibilities immediately prior to the Change of Control 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 the
Executive’s base compensation or the termination of the
Executive’s rights to any employee benefits immediately prior
to the Change of Control, except to the extent any such benefit is
replaced with a comparable benefit, or a reduction in scope or
value thereof; or (iii) a change by the Company in the
location at which the Executive performs the Executive’s
principal duties for the Company to a new location that is both
(X) outside a radius of 40 miles from the Executive’s
principal residence immediately prior to the Change of Control and
(Y) more than 30 miles from the location at which the
Executive performed the Executive’s principal duties for the
Company immediately prior to the Change of Control; or a
requirement by the Company that the Executive travel on Company
business to a substantially greater extent than required
immediately prior to the Change of Control or (iv) a failure
by the Company to obtain the agreement referenced in
Section 5(f).
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4.
Distributions . The following rules shall apply with
respect to distribution of the payments and benefits, if any, to be
provided to the Executive under this Agreement:
(i) It is
intended that each installment of the payments and benefits
provided under this Agreement shall be treated as a separate
“payment” for purposes of Section 409A of the U.S.
Internal Revenue Code of 1986, as amended, and the guidance issued
thereunder (“Section 409A”).
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