MANAGEMENT EMPLOYMENT AGREEMENT

 

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                                                                  Exhibit 10.38

 

[Company Letterhead]

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                         MANAGEMENT EMPLOYMENT AGREEMENT

 

The following agreement is hereby entered into between, Joseph Esposito

(hereinafter known as Employee) and eResearchTechnology, Inc. (together with its

affiliated corporations hereinafter known as the "Company") and having its

principal offices at 30 S. 17th Street, Philadelphia, PA 19103.

 

1.       DUTIES AND RESPONSIBILITIES

 

         Employee agrees to hold the position of President and Chief Executive

         Officer and shall be directly responsible to Board of Directors.

 

2.       BEST EFFORTS

 

         Employee agrees to devote his best efforts to his employment with the

         Company, on a full-time (no less than 40 hours/week) basis. He further

         agrees not to use the facilities, personnel or property of the Company

         for personal or private business benefit.

 

3.       ETHICAL CONDUCT

 

         Employee will conduct himself in a professional and ethical manner at

         all times and will comply with all company policies as well as all

         State and Federal regulations and laws as they may apply to the

         services, products, and business of the Company.

 

4.       TERM OF THE AGREEMENT

 

         This agreement will be for a period of one year, commencing January 1,

         2004 and will continue from year to year unless terminated.

 

5.       COMPENSATION

 

         a.       Salary shall be $330,000/year payable in equal installments as

                  per the company's payroll policy. Salary shall be considered

                  on an annual basis and adjusted based on performance.

 

         b.       Annual incentive bonus shall be determined by the Company's

                  Compensation Committee of its Board of Directors and shall be

                  based on performance.

 

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         c.       Benefits shall be the standard benefits of the Company as they

                  shall exist from time to time with the exception of vacation,

                  which will be five weeks.

 

         d.       Car Allowance of $900/month.

 

6.       NON-DISCLOSURE

 

         Employee acknowledges that employment with the Company requires him/her

         to have access to confidential information and material belonging to

         the Company, including customer lists, contracts, proposals, operating

         procedures, trade secrets and business methods and systems, which have

         been developed at great expense by the Company and which Employee

         recognizes to be unique assets of the Company's business. Upon

         termination of employment for any reason, Employee agrees to return to

         the Company any such confidential information and material in his

         possession with no copies thereof retained. Employee further agrees,

         whether during employment with the Company or any time after the

         termination thereof (regardless of the reason for such termination), he

         will not disclose nor use in any manner, any confidential or

         proprietary material relating to the business, operations, or prospects

         of the Company except as authorized in writing by the Company or

         required during the performance of his duties.

 

7.       BUSINESS INTERFERENCE; NONCOMPETITION

 

         a.       During employment with the Company and for a period of one

                  year (the "Restrictive Period") thereafter (regardless of the

                  reason for termination) Employee agrees he will not, directly

                  or indirectly, in any way for his own account, as employee,

                  stockholder, partner, or otherwise, or for the account of any

                  other person, corporation, or entity: (i) request or cause any

                  of the Company's suppliers, customers or vendors to cancel or

                  terminate any existing or continuing business relationship

                  with the Company; (ii) solicit, entice, persuade, induce,

                  request or otherwise cause any employee, officer or agent of

                  the Company to refrain from rendering services to the Company

                  or to terminate his or her relationship, contractual or

                  otherwise, with the Company; or (iii) induce or attempt to

                  influence any customer or vendor to cease or refrain from

                  doing business or to decline to do business with the Company

                  or any of its affiliated distributors or vendors.

 

         b.       The Employee agrees that, during the Restrictive Period, the

                  Employee will not, directly or indirectly, accept employment

                  with, provide services to or consult with, or establish or

                  acquire any interest in, any business, firm, person,

                  partnership, corporation or other entity which engages in any

                  business or activity that is the same as or competitive with

                  the business conducted by the Company in any state of the

                  United States of America and in any foreign country in which

                  any customer to whom the Company is providing services or

                  technology is located.

 

 

 

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8. FORFEITURE FOR BREACH; INJUNCTIVE RELIEF.

 

         a.       Any breach of the covenants made in Sections 6 and 7 hereof

                  shall result in the forfeiture of the Employee's right to any

                  and all payments which may be required to be made under this

                  Agreement following such breach and shall relieve the Company

                  of any obligation to make such payments.

 

         b.       The Employee acknowledges that his compliance with the

                  covenants in Sections 6 and 7 hereof is necessary to protect

                  the good will and other proprietary interests of the Company

                  and that, in the event of any violation by the Employee of the

                  provisions of Section 6 or 7 hereof, the Company will sustain

                  serious, irreparable and substantial harm to its business, the

                  extent of which will be difficult to determine and impossible

                  to remedy by an action at law for money damages. Accordingly,

                  the Employee agrees that, in the event of such violation or

                  threatened violation by the Employee, the Company shall be

                  entitle to an injunction before trial from any court of

                  competent jurisdiction as a matter of course and upon the

                  posting of not more than a nominal bond in addition to all

                  such other legal and equitable remedies as may be available to

                  the Company.

 

         c.       The rights and remedies of the Company as provided in this

                  Section 8 shall be cumulative and concurrent and may be

                  pursued separately, successively or together against Employee,

                  at the sole discretion of the Company, and may be exercised a