eResearchTechnology,
Inc.
MANAGEMENT EMPLOYMENT
AGREEMENT
The following
agreement is hereby entered into between Joel Morganroth
(hereinafter known as Employee) and eResearchTechnology, Inc.
(together with its affiliated corporations hereinafter known as the
“Company”) and having its principal offices at 1818
Market Street, Philadelphia, PA 19103.
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1.
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DUTIES AND
RESPONSIBILITIES
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Employee agrees
to hold the position of Chief Scientist and shall be directly
responsible to the CEO. Employee will advise the Company on matters
related to the successful operation, marketing and business
development of the Company’s Diagnostic Business Unit (DX),
on a best efforts basis to achieve annual goals established with
the Board of Directors. Employee also agrees to provide medical
interpretation for diagnostic tests as such reading is from time to
time required.
Employee agrees
to devote his best efforts to his employment with the
Company.
Employee will
conduct himself in a professional and ethical manner at all times
and will comply with all company policies as well as all State and
Federal regulations and laws as they may apply to the services,
products, and business of the Company.
This agreement
will be for a period of one year, commencing January 1, 2009
and will continue from year to year unless terminated.
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a.
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Salary shall be $202,757/year
payable in equal installments as per the company’s payroll
policy. Salary shall be considered on an annual basis and adjusted
based on performance.
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b.
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Employee agrees to waive all
standard benefits of the Company as they shall exist from time to
time.
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c.
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Employee is eligible to receive
stock option grants at the discretion of the Compensation Committee
of the Board of Directors. All stock options currently held by the
employee are a direct result of prior employment with the Company
or its affiliated companies.
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Employee
acknowledges that employment with the Company requires him/her to
have access to confidential information and material belonging to
the Company, including customer lists, contracts, proposals,
operating procedures, trade secrets and business methods and
systems, which have been developed at great expense by the Company
and which Employee recognizes to be unique assets of the
Company’s business. Upon termination of employment for any
reason, Employee agrees to return to the Company any such
confidential information and material in his possession with no
copies thereof retained. Employee further agrees, whether during
employment with the Company or any time after the termination
thereof (regardless of the reason for such termination), he will
not disclose nor use in any manner, any confidential or proprietary
material relating to the business, operations, or prospects of the
Company except as authorized in writing by the Company or required
during the performance of his duties.
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7.
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BUSINESS INTERFERENCE;
NONCOMPETITION
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a.
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During employment with the Company
and for a period of two years (the “Restrictive
Period”) thereafter (regardless of the reason for
termination) Employee agrees he will not, directly or indirectly,
in any way for his own account, as employee, stockholder, partner,
or otherwise, or for the account of any other person, corporation,
or entity: (i) request or cause any of the Company’s
suppliers, customers or vendors to cancel or terminate any existing
or continuing business relationship with the Company;
(ii) solicit, entice, persuade, induce, request or otherwise
cause any employee, officer or agent of the Company to refrain from
rendering services to the Company or to terminate his or her
relationship, contractual or otherwise, with the Company; or
(iii) induce or attempt to influence any customer or vendor to
cease or refrain from doing business or to decline to do business
with the Company or any of its affiliated distributors or
vendors.
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b.
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The
Employee agrees that, during the Restrictive Period, the Employee
will not, directly or indirectly, accept employment with, provide
services to or consult with, or establish or acquire any interest
in, any business, firm, person, partnership, corporation or other
entity which engages in any business or activity that is the same
as or competitive with the business conducted by the Company in any
state of the United States of America and in any foreign country in
which any customer to whom the Company is providing services or
technology is located.
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8.
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FORFEITURE FOR BREACH; INJUNCTIVE
RELIEF
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a.
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Any
breach of the covenants made in Sections 6 and 7 hereof shall
result in the forfeiture of the Employee’s right to any and
all payments which may be required to be made under this Agreement
following such breach and shall relieve the Company of any
obligation to make such payments.
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b.
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The
Employee acknowledges that his compliance with the covenants in
Sections 6 and 7 hereof is necessary to protect the good will
and other proprietary interests of the Company and that, in the
event of any violation by the Employee of the provisions of
Section 6 or 7 hereof, the Company will sustain serious,
irreparable and substantial harm to its business, the extent of
which will be difficult to determine and impossible to remedy by an
action at law for money damages. Accordingly, the Employee agrees
that, in the event of such violation or threatened violation by the
Employee, the Company shall be entitle to an injunction before
trial from any court of competent jurisdiction as a matter of
course and upon the posting of not more than a nominal bond in
addition to all such other legal and equitable remedies as may be
available to the Company.
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c.
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The
rights and remedies of the Company as provided in this
Section 8 shall be cumulative and concurrent and may be
pursued separately, successively or together against Employee, at
the sole discretion of the Company, and may be exercised as often
as occasion therefore shall arise. The failure to exercise any
right or remedy shall in no event be construed as a waiver or
release thereof.
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d.
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The
Employee agrees to reimburse the Company for any expenses incurred
by it in enforcing the provisions of Sections 6 and 7 hereof
if the Company prevails in that enforcement.
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Employee agrees
to promptly disclose to the Company each discove
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