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EMPLOYMENT AGREEMENT

Executive Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: PHARMACEUTICAL PRODUCT DEVELOPMENT INC You are currently viewing:
This Executive Employment Agreement involves

PHARMACEUTICAL PRODUCT DEVELOPMENT INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: North Carolina     Date: 10/17/2005
Industry: Biotechnology and Drugs     Sector: Healthcare

EMPLOYMENT AGREEMENT, Parties: pharmaceutical product development inc
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Exhibit 10.219

 

Portions of this exhibit marked [*] are requested to be treated confidentially.

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into on this 12 th day of October, 2005, to be effective on the 1 st day of November, 2005 (the “Effective Date”), by and between PPD Development, LP (the “Company”), with a mailing address for notice purposes of 3151 South Seventeenth Street, Wilmington, North Carolina 28412, Attention: Fred N. Eshelman, and William W. Richardson (“Employee”), an individual whose mailing address for notice purposes is 2504 White Oak Road, Raleigh, North Carolina 27609.

 

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 Engagement 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 Senior Vice President, Global Business Development of the Company. Employee shall be responsible for account development for the following: (a) the Company and its direct (first tier), wholly-owned subsidiaries as of the Effective Date, except [*] and [*]; (b) the direct (first tier), majority-owned subsidiaries of [*] as of the Effective date, except [*]; (c) the direct (first tier), majority owned subsidiaries of [*]; (d) [*] (other than its [*] business); (e) [*]; (f) [*]; (g) [*]; (h) [*] ; (i) [*]; and (j) [*] (all such companies being herein collectively referred to as the “Companies”). Employee’s

 


[*]

Confidential treatment requested; certain information omitted and filed separately with the SEC.


duties shall include but not be limited to supervision of the Companies’ sales and bids and contracts divisions. Employee shall have such other responsibilities, duties and authority for the Company, and will render such services for the Company, as are customary in such position and as the Chief Executive Officer of Pharmaceutical Product Development, Inc. (“PPD”) shall from time to time reasonably direct. Employee shall undertake such travel as may be 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 the Company and shall use best efforts to faithfully carry out Employee’s 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 any employee manual or handbook of the Company or PPD which set forth policies and procedures generally applicable to employees of the Company to the extent not inconsistent with this Agreement.

 

ARTICLE 2

TERM OF EMPLOYMENT

 

Unless sooner terminated as provided elsewhere in this Agreement, Employee’s employment under this Agreement shall begin the Effective Date and end at 11:59 p.m. Eastern Time on December 31, 2006 (“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 sixty (60) days prior to the termination of the Initial Employment Period or any renewal period stating said party’s 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 $245,000 per annum (the “Base Salary”), payable in accordance with the Company’s 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 $7,500 in cash within thirty (30) days of the Effective Date.

 

2


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 sick leave 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 Initial Employment Period, Employee shall be entitled to twenty-seven (27) days of paid-time-off.

 

b. In addition to the benefits provided in (a) above, Employee shall be entitled to receive [*] cash bonuses and [*] non-qualified stock option awards if the Companies attain a certain level of authorizations for the applicable period to be agreed upon by the parties as set forth on Annex A . For the calendar year 2006 and each subsequent calendar year during the Employment Period, the Company and Employee shall mutually agree upon the target authorizations as contemplated by Annex A prior to the start of each such calendar year. As a condition to the Company’s obligation to pay the cash bonuses provided for under this Section 3.b, Employee must be employed by the Company under and pursuant to the terms and conditions of this Agreement on the date on which such cash bonuses are due and payable, or, in the case of a cash bonus payable hereunder after the expiration of this Agreement, Employee must have been employed by the Company on the expiration date of this Agreement.

 

3.4 Initial Stock Option Grant . The Company shall grant to Employee as of the Effective Date non-qualified options to purchase 25,000 shares of PPD’s common stock. Said stock options shall be granted under the terms and conditions of PPD’s Equity Compensation Plan and standard Stock Option Award Agreement to be entered into by PPD and Employee as of the Effective Date. In addition to the other terms and condition of the Equity Compensation Plan and the Stock Option Award Agreement, 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 Effective Date.

 

3.5 Expenses . The Company will reimburse Employee, in accordance with and subject to Employee’s compliance with the Company’s policy, for Employee’s necessary and reasonable out-of-pocket expenses incurred in the course of performance of Employee’s duties hereunder. All reimbursement of expenses to Employee hereunder shall be conditioned upon presentation of sufficient documentation evidencing such expenses.

 

3.6 Working Facilities . Employee shall initially work out of the Company’s offices in Morrisville, North Carolina. If the Company reasonably determines that it is necessary for Employee to work out of its offices in Wilmington, North Carolina, Employee shall relocate to Wilmington and the Company will pay the costs of relocating Employee and his family to Wilmington under its standard relocation package.

 


[*]

Confidential treatment requested; certain information omitted and filed separately with the SEC.

 

3


Regardless of location, 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.

 

ARTICLE 4

TERMINATION OF EMPLOYMENT

 

4.1 Basis for Termination . Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s 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 Company’s 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 . If the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1 hereof or if either party terminates this Agreement pursuant to Article 2 hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s 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 5 hereof, the Proprietary Agreement, and at law or in equity.

 

4


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 B .

 

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 Employee’s 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 in competition with the Business of the Company in any location in the world. Notwithstanding the foregoing, the Company agrees that (i) this Section 6.1 shall not prohibit Employee from working for a pharmaceutical, biotechnology or medical device organization that is not a clinical research organization or otherwise competing with the Business by providing drug discovery or development services to third parties on a fee for service basis and (ii) that Employee may own up to two percent (2%) of the outstanding voting securities of any publicly-traded company that is engaged in a business activity prohibited by this Section 6.1 so long as the Employee does not otherwise participate in such business in any way prohibited by this Section 6.1.

 

6.2 Reasonableness of Restrictions; Reformation . Employee acknowledges and agrees that the Company conducts the Business and services clients of the Bus


 
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