Exhibit 10.267
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
THIS AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (hereinafter the
“Agreement”), made this 19 th day of May, 2009, to be
effective as of July 1, 2009 (the “Effective
Date”) by and between Pharmaceutical Product Development,
Inc., a North Carolina corporation (hereinafter “PPD”),
and Fredric N. Eshelman (hereinafter
“Employee”).
RECITALS:
WHEREAS, PPD and Employee are
parties to that certain Employment Agreement dated June 17,
1997 (the “Original Agreement”); and
WHEREAS, the Board of Directors of
PPD has appointed Employee to the position of Executive Chairman of
the Board of Directors of PPD effective July 1, 2009;
and
WHEREAS, PPD and Employee now
desires to amend and restate the Original 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 . Effective on
the Effective Date, PPD hereby employs Employee and Employee hereby
accepts such employment on a full time basis as Executive Chairman
of the Board of Directors (“Executive Chairman”) of PPD
upon the terms and conditions hereinafter set forth.
2. Term . The term of this
Agreement shall be for one year, beginning July 1, 2009 and
ending July 1, 2010, 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 and subject to salary adjustments as provided for in
paragraphs 3 and 7 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
one-year term then in effect.
3. Salary . For all services
rendered by Employee under this Agreement, PPD shall pay to
employee an annual salary of $740,000.00 for the initial one-year
term hereof. Salary for any successive one-year terms shall be
agreed upon not less than 75 days before commencement of each
one-year term unless such a requirement is waived by the
parties.
4. Duties . Employee shall
have overall responsibility for and decision making authority
necessary to fulfill his duties as Executive Chairman.
Employee’s duties shall include but not be limited to
(a) providing and overseeing implementation of strategic
direction to PPD, (b) supervising PPD’s Chief Executive
Officer, (c) overseeing PPD’s senior executive
management team, and (d) such other duties as may be
reasonably assigned from time to time by PPD’s Board of
Directors. Employee shall carry out his duties and responsibilities
under the general supervision of PPD’s Board of Directors.
Employee shall undertake such travel as 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.
5. Working Facilities . PPD
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. Termination .
Notwithstanding any other provision of this Agreement, PPD may
terminate Employee’s employment hereunder upon the occurrence
of any of the following events:
a. Death of Employee.
b. A determination by the Board of
Directors of PPD, acting in good faith but made in the sole
discretion of the Board of Directors, that Employee has failed to
substantially perform his duties under this Agreement.
c. A determination by the Board of
Directors of PPD, acting in good faith but made in the sole
discretion of the Board of Directors, 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 ninety
(90) consecutive calendar days, (ii) has breached any of
the material terms of this Agreement, (iii) has demonstrated
gross negligence or willful misconduct in the execution of his
duties, or (iv) has been convicted of a felony.
Employee may voluntarily terminate
this Agreement upon thirty (30) days written notice if his
duties hereunder are substantially reduced or his compensation is
significantly reduced, i
