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