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Exhibit 10.2
EMPLOYMENT AGREEMENT
BETWEEN
TERRANCE J. BIEKER
AND
PHARMACEUTICAL RESEARCH ASSOCIATES,
INC.
THIS EMPLOYMENT AGREEMENT (this "
Agreement ") is made as of the 14th day of December, 2006
(the " Effective Date "), by and between Pharmaceutical
Research Associates, Inc., a Virginia corporation ("
Employer "), having its principal office in the Commonwealth
of Virginia, which is a wholly-owned subsidiary of PRA
International, a Delaware corporation (" PRA International
"), and Terrance J. Bieker (" Employee ").
WHEREAS, Employer and Employee
desire to enter into an agreement for the employment by Employer of
Employee as Chief Executive Officer commencing on the Effective
Date, serving on an interim basis until his successor is appointed
by Employer.
WHEREAS, by entering into this
Agreement, the terms of the Employee’s employment with the
Employer will be governed by the terms and conditions of this
Agreement and any other prior agreement between the Employee and
the Employer relating to the Employee’s employment with the
Employer or any of its affiliated entities is superseded by the
terms of the Agreement.
NOW, THEREFORE, in consideration
of the mutual promises, covenants and conditions set forth below,
which consideration is acknowledged by both parties to be good and
sufficient, the parties hereto agree as follows:
1. Position .
Employer hereby agrees to employ Employee as of the Effective Date
(as defined herein) and Employee hereby accepts employment as of
the Effective Date in the position of Chief Executive
Officer with appropriate title, rank, status and
responsibilities as determined from time to time by the Board of
Directors of PRA International (" Board ") upon the terms
and conditions hereinafter set forth. Employee shall serve as a
Class I member of the Board through the expiration of the
Class I term in 2008, but shall only receive compensation as a
member of the Board after the Employment Term.
2. Employment Period
.
(a) The
period of employment under this Agreement shall begin on the
Effective Date and shall end on the one-year anniversary of the
Effective Date, or on the date his successor is appointed by
Employer and this Agreement is terminated, or unless this Agreement
is otherwise terminated sooner, pursuant to Section 7 of this
Agreement. This Agreement shall not automatically renew upon the
expiration of its term, and continued employment thereafter by the
Employee with Employer shall be terminable by either party with or
without cause and with or without notice unless the parties enter
into a separate written agreement for employment; provided,
however, that Employee’s obligations under Sections 9,
10, 11 and 12 of this Agreement shall survive the expiration of
this Agreement in any and all events (but Employer’s
obligations under Section 7 shall not survive the expiration
of this Agreement).
(b) The
period during which Employee is employed under the terms of this
Agreement is the " Employment Period ."
3. Duties . The Board
shall have the power to determine the specific duties that shall be
performed by Employee and the means and manner by which those
duties shall be performed, but such duties shall be consistent with
the executive position of Employee.
(a) During
the Employment Period, Employee agrees to use his best efforts in
the business of Employer and to devote his full time, skill,
attention and energies to the business of Employer. Employee shall
not be engaged in any other business activity which shall be
competitive with the business of Employer or which may
(i) interfere with Employee’s ability to discharge his
responsibilities to Employer; or (ii) detract from the
business of Employer. Employee shall not:
(i) work
either on a part-time or independent contracting basis for any
other company, business or enterprise (excluding ViTA Business
Ventures, Inc, for which Employee provides services as of the
Effective Date) without the prior written consent of the Board;
or
(ii) serve
on the board of directors or comparable governing body of any other
material business, civic or community corporation or similar entity
without the prior written consent of the Board (excluding those
positions Employee holds and boards of directors on which Employee
serves as of the date of this Agreement, which positions and
boards, if any, are listed on Exhibit A hereto), which
consent shall not be unreasonably withheld.
(b) Employee
agrees to use his reasonable efforts to impart his skill and
knowledge relating to the business of Employer to such individuals
as are designated by Employer, and to train such individuals in the
aspects of the business with which Employee is familiar.
4. Compensation . For
all services rendered by Employee under this Agreement, for, and in
consideration of, Employee’s agreements and undertaking
contained in this Agreement (including, without limitation, those
contained in Sections 9 and 10 below), and, subject to
Sections 7 and 8 below, during the Employment Period, Employer
shall provide Employee with the following:
(a)
Base Salary . Employer shall pay to Employee, in equal
bi-monthly installments, a base salary of USD$425,000 per year,
less applicable withholdings and deductions.
(b)
Bonus . Employee shall be eligible to receive a bonus
approved by the Compensation Committee of the Board, with an annual
bonus target of USD$250,000 based on a bonus year that is the
twelve-month period following the Effective Date (which amount
shall be pro rated if Employee is employed for less than a full
year based on the actual number of days Employee is employed by the
Company during the applicable bonus year) less applicable
withholdings and deductions. Employee’s eligibility for bonus
payments under the Bonus Plan shall be at the discretion of, and
shall be governed by such terms, if any, approved by, the
Compensation Committee of the Board.
(c)
Review . It is understood and agreed that the Compensation
Committee of the Board will review compensation matters of Employer
on a regular basis, and will (on at least an annual basis) set all
annual bonus targets, salaries and benefits in which Employee shall
be eligible to participate.
5. Benefits .
Employee shall be eligible to participate in Employer’s
standard benefits programs, which presently include health, life
and disability insurance, and those additional benefits (the "
Additional Benefits ") currently offered to Employer’s
executive staff. It is agreed that the nature and amount of the
Additional Benefits, if any, shall be determined from time to time
by the Compensation Committee of the Board, in its discretion,
provided that no Additional Benefits (as defined above) will be
materially reduced. Employee shall be entitled to paid vacation in
accordance with the Employer’s vacation policies in effect
for executive staff during the Employment Period (currently
20 days of paid time off (" PTO ")).
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Employee shall be covered by the holiday policy of the Employer
and, by any other pension or retirement plan, disability benefit
plan or any other benefit plan or arrangement of Employer
determined by the Board to be applicable to Employee.
6. Expense
Reimbursement . Subject to such conditions as Employer may from
time to time determine and pursuant to Employer’s expense
reimbursement policy then in place, Employer shall reimburse
Employee for reasonable expenses incurred by Employee in connection
with the business of Employer and the performance of
Employee’s duties hereunder. Employee shall be entitled to
travel business class on all business related transoceanic airplane
flights where the specific segment of the flight is over 5 hours in
length.
7. Termination . This
Agreement may be terminated under the following circumstances,
having the consequences described in Sections 7 and 8:
(a)
Death of Employee . This Agreement shall terminate
immediately upon the death of Employee. Should this Agreement be
terminated pursuant to this Section 7(a), Employee shall be
entitled to Termination Payments as provided for in
Section 7(e).
(b)
Termination by Employer for Disability of Employee . If
during the Employment Period, Employee shall be prevented from
performing his duties for a continuous period of one hundred and
eighty (180) days by reason of disability that renders
Employee physically or mentally incapable of performing
substantially all of his duties under this Agreement (excluding
infrequent and temporary absences due to illness), Employer may
terminate Employee’s employment hereunder. If after a period
of disability commences (but prior to termination of
Employee’s employment), Employee returns to work for a period
of at least twenty (20) consecutive work days, the period of
disability shall terminate and not be counted towards any period of
subsequent disability. For purposes of this Agreement, Employer,
upon the advice of a qualified and impartial physician, at
Employer’s expense, shall determine whether Employee has
become physically or mentally incapable of performing substantially
all of his duties under this Agreement. Employer shall give
Employee (or his guardian, as applicable) thirty
(30) days’ written notice of termination of the
Employment Period under this Section 7(b). Should the Employee
be terminated pursuant to this Section 7(b), Employee shall be
entitled to Termination Payments as provided for in
Section 7(e).
(c)
Termination by Employer. This Agreement may be terminated by
Employer for any reason other than death or disability upon thirty
(30) days’ written notice given to Employee. Should the
Employee be terminated pursuant to this Section 7(c), Employee
shall be entitled to Termination Payments as provided for in
Section 7(e).
(d)
Termination by the Employee. This Agreement may be
terminated by Employee upon thirty (30) days’ written
notice given to Employer. In the event of termination by Employee
pursuant to this Section 7(d), Employer may immediately
relieve Employee of all duties and immediately terminate this
Agreement. Should Employee be terminated pursuant to this
Section 7(d), Employee shall be entitled to Termination
Payments as provided for in Section 7(e).
(e)
Termination Payments . If Employee’s employment is
terminated pursuant to Section 7, Employer shall provide Employee
(or, in the case of his death, his estate, heirs or legal
representatives) (i) any and all accrued but unpaid base
salary compensation (and accrued PTO, as applicable) due to
Employee as of the date on which the Employment Period ends,
(ii) the pro rata portion of any unpaid bonus awarded to
Employee prior to termination pursuant to Section 4(b), and
(iii) in the event of a notice by Employer under Section 7(c)
of an immediate termination of Employee’s termination, thirty
(30) days base salary following the date Employer notifies
Employee of its intent to immediately relieve Employee
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of his duties, in each case less applicable withholdings and
deductions (collectively, the " Termination Payments ") (the
" Termination Date "), which shall be paid on the
Termination Date. Employee shall be entitled to continuation of his
medical insurance benefits under COBRA at Employee’s shared
expense (such expense not to exceed the amount the employee paid
while employed by Employer) for a period of eighteen
(18) months under one of the Company’s group medical
plans.
8. Survival of Sections
of this Agreement . Without regard to the reason for
termination of this Agreement or the employment of Employee, and
notwithstanding anything contained in this Agreement to the
contrary, it is expressly understood and agreed that
Employee’s obligations under Sections 9, 10, 11 and 12
of this Agreement shall survive termination of this Agreement in
any and all events.
9. Confidential
Information and Certain Property Matters .
(a) Employee
recognizes that information, knowledge, contacts and experience
relating to the businesses, operations, properties, assets,
liabilities and financial condition of Employer and the markets and
industries in which it operates, including, without limitation,
information relating to business plans and ideas, trade secrets,
intellectual property, know-how, formulas, processes, research and
development, methods, policies, materials, results of operations,
financial and statistical data, personnel data and customers in and
related to the markets and industries in which Employer operates ("
Confidential Information "), is considered by Employer to be
valuable, secret, confidential and proprietary. Employee hereby
acknowledges and agrees that the Confidential Information is
valuable, secret, confidential and proprietary to Employer, and
further agre
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