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Search Employment Agreement Amendment by:
Exhibit 10.246
Portions of the exhibit marked [*] are omitted and are requested to be treated confidentially.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the Agreement), is made and entered into on this 12th day of September, 2007, to be effective on the 1st day of October, 2007 (the Effective Date), by and between Pharmaceutical Product Development, Inc., a North Carolina corporation (the Company), with a mailing address for notice purposes of 929 North Front Street, Wilmington, North Carolina 28401, Attention: Fred N. Eshelman, and Daniel G. Darazsdi (Employee), an individual whose mailing address for notice purposes is 929 North Front Street, Wilmington, North Carolina 28401.
RECITALS
A. The Company is a clinical research organization engaged in the business of providing drug discovery and development services to pharmaceutical, biotechnology, medical device, government and academic organizations throughout the world (the Business).
B. The Company desires to employ Employee and Employee desires to be employed by the Company, all upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE 1
EMPLOYMENT AND DUTIES
1.1 Employment of Employee. On the Effective Date, the Company agrees to employ Employee and Employee accepts such employment pursuant and subject to the terms and conditions of this Agreement.
1.2. Duties and Powers. During the Employment Period (as defined herein), Employee shall serve as Chief Financial Officer of the Company and will have such responsibilities, duties and authority, and will render such services for and in connection with the Company and its affiliates as are customary in such position and as the Board of Directors of the Company (the Board) and the Chief Executive Officer of the Company shall from time to time reasonably direct. Employee shall devote Employees full business time and attention exclusively to the Business of the Company and shall use best efforts to faithfully carry out Employees duties and responsibilities hereunder. Employee shall comply with all personnel policies and procedures of the
Company as the same now exist or may be hereafter implemented by the Company from time to time, including those policies contained in the Companys employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the Handbook) to the extent not inconsistent with this Agreement.
ARTICLE 2
TERM OF EMPLOYMENT
Unless sooner terminated as provided elsewhere in this Agreement, Employees employment under this Agreement shall begin the Effective Date and end at 11:59 p.m. Eastern Time on September 30, 2009 (Initial Employment Period). This Agreement shall automatically renew for successive one-year periods, unless either the Company or Employee provides written notice to the other at least 60 days prior to the termination of the Initial Employment Period or any renewal period stating said partys desire to terminate this Agreement. The Initial Employment Period and any extension or renewal thereof shall be referred to herein together as the Employment Period. Notwithstanding anything to the contrary contained herein, the Employment Period is subject to termination pursuant to Article 4 hereof.
ARTICLE 3
COMPENSATION AND BENEFITS
3.1 Base Salary. The Company will pay Employee an annual base salary at a rate of $350,000 per annum (the Base Salary), payable in accordance with the Companys regular payroll policy for salaried employees. The Base Salary of Employee may be subject to increase annually during the Employment Period by the Company. If the Employment Period is terminated pursuant to Article 4 hereof or is otherwise shorter than a full contract year, then the Base Salary for any partial year will be prorated based on the number of days elapsed in such year during which services were actually performed by Employee.
3.2 Sign-On Bonus. The Company will pay Employee a one-time bonus of $75,000 in cash within thirty (30) days of the Effective Date in accordance with the terms of a separate sign-on bonus agreement to be entered into simultaneously with this Agreement.
3.3 Benefits.
a. During the Employment Period, Employee shall be eligible to participate in and/or receive benefits under the health insurance, group term life/AD&D, short and long-term disability, retirement, paid-time off and other plans maintained from time to time by the Company, subject in each instance to Employee meeting all eligibility and qualification requirements of such plans. During the
Employment Period, Employee shall be entitled to twenty-seven (27) days of paid-time-off, subject to the provisions of the Handbook.
b. In addition to the benefits provided in (a) above, during the Employment Period, Employee shall be entitled to participate in (i) the employee incentive compensation plan maintained for employees of the Company, as the same may be amended from time to time (the Incentive Compensation Plan), and (ii) the 1995 Equity Compensation Plan maintained by PPD, as the same has been and may be amended from time to time, or any successor plan (the ECP), subject in each instance to Employee meeting all eligibility and qualification requirements of such plans. For the calendar year 2007, Employee shall be paid a bonus under the Incentive Compensation Plan in the fixed amount of $43,750. The Company will pay such bonus to Employee at the same time that it pays other bonuses under the Employee Incentive Compensation Plan.
3.4 Initial Stock Option Grant. The Company shall grant to Employee as of the Effective Date non-qualified options to purchase 90,000 shares of PPDs common stock. Said stock options shall be granted under the terms and conditions of the ECP and the Companys standard Terms and Conditions for stock option awards. In addition, said stock options shall be subject to a three-year linear vesting schedule and will be priced based on the Nasdaq closing price on the later of the Effective Date or the date on which the Compensation Committee of PPDs Board of Directors approves the grant.
3.5 Restricted Stock Grant. The Company shall grant to Employee as of the Effective Date a restricted stock award for 10,000 shares of PPDs common stock. Said restricted stock award shall be granted under the terms and conditions of the ECP and the Companys standard Restricted Stock Award Agreement to be entered into by PPD and Employee as of the Effective Date. In addition to the other terms and conditions of the ECP and the Restricted Stock Award Agreement, said restricted stock award shall be subject to a three-year linear vesting schedule.
3.6 Expenses. The Company will reimburse Employee, in accordance with and subject to Employees compliance with the Companys policy, for Employees necessary and reasonable out-of-pocket expenses incurred in the course of performance of Employees duties hereunder. All reimbursement of expenses to Employee hereunder shall be conditioned upon presentation of sufficient documentation evidencing such expenses.
3.7 Working Facilities. Employee shall work out of the Companys principal offices in Wilmington, North Carolina. The Company shall furnish Employee with such office space, equipment, technical, secretarial and clerical assistance and such other facilities, services and supplies as shall be reasonably necessary to enable Employee to perform the duties required of Employee hereunder in an efficient and professional manner.
3.8 Use of Aircraft. Employee shall be entitled to use the Companys aircraft for personal use up to a maximum of 5,000 miles per year, subject to the terms and conditions of the Companys aircraft policy as the same may be amended from time to time.
ARTICLE 4
TERMINATION OF EMPLOYMENT
4.1 Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employees employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events:
a. Upon the death of Employee, effective immediately on the date of death without any notice;
b. Upon a determination by the Chief Executive Officer of PPD, acting in good faith and not in an arbitrary or capricious manner, but made in his sole discretion, that Employee has become physically or mentally incapacitated, as determined under the Companys short-term disability policy, 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) days during any twelve-month period hereunder, effective upon the date said determination is communicated to Employee or such later date as specified by the Chief Executive Officer of PPD; or
c. Upon a determination by the Chief Executive Office of PPD, acting in good faith but made in his sole discretion, that Employee: (i) has failed to substantially perform his duties under or otherwise breached any of the material terms of this Agreement; (ii) has demonstrated negligence or willful misconduct in the execution of his duties; or (iii) has been convicted of a felony; in each case effective upon the date said determination is communicated to Employee or such later date as specified by the Chief Executive Officer of PPD.
4.2 Compensation After Termination During Employment Period.
a. If the Company terminates Employees employment during the Employment Period pursuant to Section 4.1.a, Section 4.1.b or Section 4.1.c hereof, or if Employee terminates this Agreement pursuant to Article 2 hereof or otherwise terminates his employment with the Company, then the Company shall have no further obligations hereunder or otherwise with respect to Employees employment from and after the termination or expiration date, as the case may be, except that the Company shall pay Employees unpaid Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. From and after such termination or expiration date, the Company shall continue to have all other rights
available hereunder, including without limitation all rights under Article 6 hereof, the Proprietary Agreement (as hereinafter defined), and at law or in equity.
b. If at any time during the Employment Period the Company notifies Employee that it desires to terminate this Agreement pursuant to Article 2 hereof or otherwise terminates Employees employment for any reason other than pursuant to Section 4.1.a, Section 4.1.b or Section 4.1.c hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employees employment from and after the termination or expiration date, as the case may be, except that the Company shall: (i) continue to pay Employees Base Salary in effect as of the date of termination or expiration for a period equal to the greater of (A) the number of months remaining in the then current term of this Agreement or (B) twelve (12) months from the date of termination or expiration; and (ii) provide such benefits as are required by applicable law; provided, however, that in the event Employee obtains full-time employment elsewhere, Employee shall promptly notify the Company in writing thereof and the Companys obligation to continue to pay Employees Base Salary as provided in this sentence shall terminate as of the initial date of such employment. From and after such termination or expiration date, the Company shall continue to have all other rights available hereunder, including without limitation all rights under Article 6 hereof, the Proprietary Agreement, and at law or in equity.
ARTICLE 5
PROPRIETARY INFORMATION
Prior to or coincident with the commencement date of this Agreement, Employee shall execute and deliver to the Company its standard Proprietary Information and Inventions Agreement (the Proprietary Agreement), a copy of which is attached hereto as Annex A.
ARTICLE 6
NON-COMPETITION COVENANT
6.1 Non-Competition Covenant. Beginning on the Effective Date and continuing for a period of [*] following the effective date of the termination (the Termination Date) of Employees employment with the Company for any reason, including, without limitation, termination pursuant to Article 2 hereof (the Non-Competition Period), Employee will not (other than for the direct and sole benefit of the Company pursuant to this Agreement), directly or indirectly, either as an individual, as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, or equity owner of any person, firm, corporation, partnership, limited liability company, trust or other business entity, or in any other capacity whatsoever, engage in any activity that is






