EMPLOYMENT
AGREEMENT
EMPLOYMENT AGREEMENT, dated as of January 1,
2003 (the “Effective Date”) between Ventiv Health,
Inc., a Delaware corporation with its principal place of business
at 200 Cottontail Lane (the "Company"), and David Bassin residing
at 110 Morningside Road Verona, New Jersey 07044 (the
"Executive").
W I T N E S S E T H
:
WHEREAS, the Company desires to employ the
Executive as its Vice President Finance & Strategic Planning of
Ventiv Health U.S. Sales and the Executive desires to accept such
employment, all on the terms and conditions specified herein;
and
WHEREAS, the Executive and the Company desire to
set forth in writing all of their respective duties, rights and
obligations with respect to the Executive's employment by the
Company; and
NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants and obligations hereinafter
set forth, the parties hereto, intending to be legally bound,
hereby agree as follows:
1.
Employment
. The Company hereby offers to
employ the Executive, and the Executive hereby accepts employment
by the Company, in the capacity and upon the terms and conditions
hereinafter set forth.
2.
Duties . The Executive shall serve as the Company's
Vice President, Finance & Strategic Planning and shall perform
such duties, functions and responsibilities as are associated with
and incident to that position and as the Company may, from time to
time, require of him. The Executive shall serve the Company
faithfully, conscientiously and to the best of the Executive's
ability and shall promote the interests and reputation of the
Company. Unless prevented by sickness or disability, the Executive
shall devote all of the Executive's time, attention, knowledge,
energy and skills, during normal working hours, and at such other
times as the Executive's duties may require, to the duties of the
Executive's employment. The principal place of employment of the
Executive shall be at Employer’s Somerset, NJ area office
and/or such other location as shall be necessary for the Executive
to discharge the Executive's duties hereunder. The Executive
acknowledges that in the course of employment the Executive may be
required, from time to time, to travel on behalf of the
Company.
3.
Compensation and
Benefits . As full and
complete compensation for the Executive's execution and delivery of
this Agreement and performance of any services hereunder, the
Company shall pay, grant or provide the Executive, and the
Executive agrees to accept, the following compensation and
benefits:
a.
Base Salary
. The Company shall pay the
Executive a base salary at an annual rate of $150,000 payable at
such times and in accordance with the Company's customary payroll
practices as they may be adopted or modified from time to time. On
an annual basis or at such other times as the Company may
determine, the Company may review the Executive's performance and
determine whether, in its sole discretion, the Company will
increase (but not decrease) the Executive's base salary. At no time
during the pendency of this agreement shall the Company, without
the written consent of the Executive, decrease the
Executive’s base pay.
b.
Fringe Benefits
. The Company shall afford the
opportunity to participate in any health care, dental, disability
insurance, retirement, savings and any other employee benefits
plans, policies or arrangements which the Company maintains for its
employees in accordance with the written terms of such plans,
policies or arrangements. Nothing in this Agreement shall require
the Company or its affiliates to establish, maintain or continue
any benefit plans, policies or arrangements or restrict the right
of the Company or any of its affiliates to amend, modify or
terminate any such benefit plan, policy or arrangement.
c.
Bonus . The Executive shall be eligible for a bonus in
each calendar year, based on the Executive’s success in
reaching or exceeding performance objectives as determined by the
Chief Executive Officer or his/her designee, the amount of such
bonus, if any, to be determined in the discretion of the Company.
Notwithstanding the foregoing, if the Executive remains employed by
the Company through the bonus payout date, the Executive shall be
entitled to a bonus range of 0 - 70% of the Executive’s then
current base salary, with the amount of such bonus, if any,
remaining subject to the discretion of the Company.
d. Stock Option Arrangements . Subject to
the approval of the Compensation Committee of the Company’s
Board of Directors as soon as practicable after execution of this
Agreement, the Company shall grant to the Executive an option to
purchase of 5,000 shares of common stock, an Exercise Price
according to the grant date, and will vest 25% per year, 100% after
four (4) years. Such grant shall be pursuant to the terms and
conditions of the Ventiv Health, Inc. Stock Incentive Plan and the
Executive’s execution of a standard Ventiv Nonqualified Stock
Option Agreement in the form provided to the Executive by the
Company. The Executive shall also be qualified to participate in
the Company’s annual and periodic stock option grant
program.
e. Expenses . The Executive shall be
entitled to reimbursement or payment of reasonable business
expenses in accordance with the Company's policies, as the same may
be amended from time to time in the Company's sole discretion,
following the Executive's submission of appropriate receipts, bills
and/or expense reports to the Company in accordance with such
policies.
f. Vacations, Holidays or Temporary Leave
: The Executive shall be entitled to take five (5)
weeks of vacation per year, without loss or diminution of
compensation in accordance with Companies policies. Such vacation
shall be taken at such time or times consistent with the needs of
the Company's business. The Executive shall further be entitled to
the number of paid holidays, and leaves for illness or temporary
disability in accordance with the Company's policies as such
policies may be amended from time to time or terminated in the
Company's sole discretion.
g. Car allowance : During the period of
the Executive’s employment by the Company, the Company shall
pay to the Executive as a car allowance the net amount of $ 500 per
month.
h. Additional Payments : If there is a
Change in Control (as defined in paragraph 5(e) herein) by January
1, 2004, and the Executive is employed by the Company upon the
Change in Control, and, in the sole judgment and discretion of the
Company, the Executive has satisfactorily performed all assigned
duties, including using his best efforts to facilitate a Change in
Control, the Company shall award the Executive up to fifty-two (52)
weeks base pay, minus such deductions as may be required by law or
reasonably requested by the Executive. The payment provided for in
this paragraph 3(h) shall be payable in two equal installments, the
first installment of twenty-six (26) weeks shall be paid to the
Executive within thirty (30) days following the Change in Control,
and the second installment of twenty-six (26) weeks shall be paid
to the Executive on the earlier of (i) the six (6) month
anniversary of the Change in Control or (ii) upon the termination
Without Cause of the Executive’s employment by the Company;
provided however, that no second installment payment shall be made
hereunder in the Executive’s employment with the surviving or
resulting entity is terminated for any reason or than by the
Company Without Cause. If the Executive’s employment
hereunder is terminated Without Cause within the two months
immediately preceding the Change in Control, the Executive shall be
entitled to twenty-six (26) weeks base pay pursuant to this
paragraph 3(h), minus such deductions as may be required by law or
reasonably requested by the Executive, and any payment to which the
Executive my be entitled pursuant to paragraph 6 (c) of this
Agreement; provided however, that no payment shall be made
hereunder if the Executive’s employment is terminated for any
reason other than Without Cause or if, in the sole judgment and
discretion of the Company, The Executive fails to satisfactorily
perform all assigned duties, including using his best efforts to
facilitate a Change in Control. The Executive acknowledges that the
payments provided for in this paragraph 3(h) are in lieu of (and
not in addition to) any other payments or benefits to which the
Executive might otherwise be entitled due to a change in control,
including but not limited to, any stay bonuses, severance payments
or termination benefits of any kind offered to employees in
connection with a change in control, whether pursuant to a plan,
arrangement, policy or otherwise; provided however, that nothing
herein shall effect the Executive’s right to payment pursuant
to paragraph 6 (c ) of this agreement.
4.
Non-Competition, Confidentiality,
Discoveries and Works:
a.
Non-Competition
: During the period of The
Executive’s employment at the Company and for twelve (12)
months following the termination, for any reason, of The
Executive’s employment, the Executive agrees not to compete
in any manner, either directly or indirectly, whether for
compensation or otherwise, with the Company, or to assist any other
person or entity to compete with the Company either:
(i) by producing, developing or marketing, or
assisting others to produce, develop or market, or
(ii) by accepting employment from or having any other
relationship (including, without limitation, through owning,
managing, operating, controlling or consulting) with any
entity which produces, develops or markets,
a product,
process, or service which is competitive with those products,
processes, or services of the Company, whether existing or planned
for in the future, on which the Executive has worked, or concerning
which the Executive has in any manner acquired knowledge of or had
access to Confidential Information (as defined in Section 4(e)(iii)
below), during the five (5) years preceding termination of the
Executive’s employment, provided , however ,
that it shall not be a violation of this Agreement for The
Executive to seek and/or accept employment directly with a fully
integrated pharmaceutical or bio-tech company (i.e. one that
discovers, develops, manufactures, and promotes drugs) or
to have beneficial ownership of less than 1% of the
outstanding amount of any class of securities listed on a national
securities exchange or quoted on an inter-dealer quotation
system.
b.
Non-Solicitation
: During the period of the
Executive’s employment at the Company and for twelve (12)
months following the termination, for any reason, of the
Executive’s employment, the Executive agrees that the
Executive will not, either on The Executive’s own behalf or
on behalf of any other person or entity (other than for the benefit
of the Company), directly or indirectly, (i) solicit any person or
entity that is a customer of the Company, or has been a customer of
the Company during the prior twelve (12) months, to purchase any
products or services the Company provides to the customer, or (ii)
interfere with any of the Company’s business
relationships.
c.
No-Hire : During the period of the Executive’s
employment at the Company and for twelve (12) months following the
termination, for any reason, of the Executive’s employment,
the Executive agrees that the Executive will not, either on the
Executive’s own behalf or on behalf of any other person or
entity, directly or indirectly, hire, solicit or encourage to leave
the employ of or engagement by the Company any person who is then
an employee or contractor of the Company or who was an employee or
contractor of the Company within twelve (12) months of the date of
such hiring, soliciting, or encouragement to leave the
Company.
d.
Geographic Scope
: The foregoing restrictions shall
apply in the “Restricted Area” which means
(i) the geographic sales region(s) assigned to the
Executive by the Company and/or serviced by the Executive during
the twelve (12) month period prior to termination of the
Executive’s employment and the fifty (50) mile radius around
any office of the Company out of which the Executive worked,
provided services to or provided supervision over, and
(ii) any location, storefront, address or place of
business where a Covered Customer is present and available for
solicitation.
The Executive
will not circumvent the purpose of any restriction contained in
Sections 4(a), 4(b) or 4(c) by engaging in business outside the
geographic region covered by the above definition through remote
means like telephone, correspondence or computerized communication.
“Covered Customer” means those customers, entities
and/or persons who did business with the Company and that the
Executive either (x) received Confidential Information about in the
course of his/her duties, (y) had contact with within the last
twelve (12) month period of employment by the Company, or (z)
supervised contact with within the last twelve (12) month period of
employment with the Company.
(i) During the period of the Executive’s
employment at the Company and for all time following the
termination, for any reason, of the Executive’s employment,
the Executive shall hold all Confidential Information of the
Company in a fiduciary capacity and agrees not to take any action
which would constitute or facilitate the Unauthorized use or
disclosure of Confidential Information.
The Executive
further agrees to take all reasonable measures to prevent the
Unauthorized use and disclosure of Confidential Information and to
prevent Unauthorized persons or entities from obtaining or using
Confidential Information. The terms “Confidential
Information” and “Unauthorized” shall have the
meanings set forth in Sections 4(e)(iii) and (iv) of this Agreement
respectively.
(ii) Promptly upon termination, for any reason, of
the Executive’s employment with the Company, the Executive
agrees to deliver to the Company all property and materials within
the Executive’s possession or control which belong to the
Company or which contain Confidential Information.
(iii) As used in this Agreement, the term
“Confidential Information” shall mean trade secrets,
confidential or proprietary information, and all other information,
documents or materials, owned, developed or possessed by the
Company, its parents, subsidiaries or affiliates, their respective
predecessors and successors, whether in tangible or intangible
form, that is not generally known to the public. Confidential
Information includes, but is not limited to, (a) financial
information, (b) products, (c) product and service costs,
prices, profits and sales, (d) new business ideas,
(e) business strategies, (f) product and service plans,
(g) marketing plans and studies, (h) forecasts,
(i) budgets, (j) projections, (k) computer programs,
(l) data bases and the documentation (and information
contained therein), (m) computer access codes and similar
information, (n) software ideas, (o) know-how,
technologies, concepts and designs, (p) research projects and
all information connected with research and development efforts,
(q) records, (r) business relationships, methods and
recommendations, (s) existing or prospective client, customer,
vendor and supplier information (including, but not limited to,
identities, needs, transaction histories, volumes, characteristics,
agreements, prices, identities of individual contacts, and
spending, preferences or habits), (t) training manuals and
similar materials used by the Company in conducting its business
oper
