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NonCompetition Agreement

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INVENTIV HEALTH INC | inVentiv Health, Inc

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Title: SEVERANCE AND NON?COMPETITION AGREEMENT
Governing Law: New Jersey     Date: 3/18/2016
Industry: Business Services     Sector: Services

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Exhibit 10.23

SEVERANCE AND NON–COMPETITION AGREEMENT

This SEVERANCE AND NON-COMPETITION AGREEMENT (this “Agreement”) , is made effective as of May 27, 2014 (the “Effective Date”) , between Rachel Stahler (the “Employee” ) and inVentiv Health, Inc. (“inVentiv” ) in connection with the Employee’s employment by inVentiv or one of its affiliated companies, directly or indirectly controlled by, controlling or under common control with inVentiv (an “Affiliated Company” and collectively, the “Company” ).

WITNESSETH:

WHEREAS, the Employee is a current employee of the Company (or, alternatively, an individual who is offered the Agreement in conjunction with hiring) who (i) holds a senior executive position with the Company and/or (ii) provides unique, expert services to the Company;

WHEREAS, the Company desires to be assured that the confidential information and goodwill of the Company will be preserved for the exclusive benefit of the Company; and

WHEREAS, in consideration for (i) the mutual covenants and promises contained herein and (ii) for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged;

NOW, THEREFORE, the Company and the Employee, intending to be legally bound, hereby agree as follows:

1.

Termination of Employment . Employee’s employment shall terminate immediately upon the occurrence of any of the following:

 

(a)

Death . The death of the Employee.

 

(b)

Disability . The physical or mental disability of the Employee, whether totally or partially, such that with or without reasonable accommodation the Employee is unable to perform the Employee’s material duties for an aggregate of one hundred eighty (180) days within any given period of three hundred sixty (360) consecutive days. During any period (not to exceed three hundred sixty (360) days) in which the Company’s Board of Directors (the “Board” ) believes that the Employee’s incapacity could reasonably be expected to result in a Disability, the Board or the Company’s Chief Executive Officer ( “CEO” ) shall be entitled to appoint an interim employee to fulfill Employee’s duties.

 

(c)

Termination by the Company for Cause . As used herein, “Cause” means:

 

 

(i)

the material failure or refusal of the Employee to perform the Employee’s duties (other than any such failure resulting from the Employee’s Disability);

 

 

(ii)

the engaging by the Employee in illegal conduct or willful misconduct that, in either case, is materially detrimental to the Company, monetarily or reputationally;

 

 

(iii)

the commitment by the Employee of any act of fraud, embezzlement or misappropriation of funds;

 

 

(iv)

the conviction by the Employee of, or the plea by the Employee of guilty or nolo contendere to, any felony;

 

 

(v)

use of illegal drugs;

 

 

(vi)

breach of fiduciary duty to the Company or an Affiliated Company (as defined below); and

 

 

(vii)

a significant violation of the Company’s Code of Business Conduct and Ethics.

For purposes of this definition of “Cause,” no act, or failure to act, will be deemed “willful” if done, or omitted to be done, by the Employee in good faith and with a reasonable belief that Employee’s act, or failure to act, was in the best interest of the Company or an Affiliated Company.

(d)

Termination by the Company without Cause . The Company may terminate the Employee’s employment without Cause by providing the Employee with at least three (3) days’ written notice. The notice will specify the Employee’s Date of Termination (as defined below). During such notice period, the Company may require that the Employee cease performing some or all of the Employee’s duties and/or not be present at the Company’s or an Affiliated Company’s offices.

 


 

(e)

Termination by the Employee Voluntarily . The Employee may terminate the Employee’s employment at any time for any reason or for no reason effective thirty (30) days following notice to the Company of the Employee’s intent to terminate Employee’s employment. The Company may accept or give a shorter notice period (or no notice period) and require that the Employee cease performing some or all of the Employee’s duties and/or not be present at the Company’s or Affiliated Company’s offices. 

 

(f)

Date of Termination . The date upon which Employee’s employment terminates pursuant to this Section 1 shall be the Employee’s “Date of Termination” for all purposes of this Agreement. In the event that the termination of the Employee’s employment does not constitute a “separation from service” as defined in Section 409A of the Internal Revenue Code of 1986, including all regulations and other guidance issued pursuant thereto (the “Code” ), the Employee’s rights to the payments and benefits described in Section 2 shall vest upon the Date of Termination, but no payment to the Employee that is subject to Code Section 409A shall be paid until the Employee incurs a separation from service (or until six (6) months after such date if the Employee is a specified employee as defined in Code Section 409A), and any amounts that would otherwise have been paid prior to such date shall be paid instead as soon as practicable after such date.

 

2.

Obligations of the Company upon Termination.

 

(a)

Termination by the Company Without Cause . If the Company terminates the Employee’s employment without Cause, the Employee shall be entitled to receive, as Employee’s exclusive right and remedy in respect of such termination, the payment of:

 

 

(i)

all Accrued Obligations (as defined below); plus

 

 

(ii)

at the time the Company pays its employees bonuses in accordance with its general payroll policies, the Pro Rata Bonus (as defined below), if any; plus

 

 

(iii)

severance pay equal to twelve (12) months of the Employee’s base salary as of the Date of Termination, payable in accordance with the Company’s regular pay schedule; plus

 

 

(iv)

Twelve (12) months of continued health and welfare benefit plan coverage following the Date of Termination at active employee levels, if and to the extent the Employee was participating in any such plans on the Date of Termination and timely elects continuation coverage, provided that the Employee remits monthly premiums for the full cost of any health benefits; plus

 

 

(v)

a cash payment each month during the twelve-month (12 month) period following the Date of Termination equal to the full monthly premium for the medical and health benefits described in clause (iv) above minus the active employee cost of such coverage; provided that in lieu of such payments the Company may impute taxable income to the Employee in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year, plus

 

 

(vi)

with respect to non-vested equity and non-equity awards, the applicable plans and award agreements will govern vesting, exercise periods and payments due under such applicable plans and award agreements; plus

 

 

(vii)

three (3) months of executive-level career transition assistance services by a firm selected by the Company (including an aggregate cost) with such assistance being commenced by the Employee no later than sixty (60) days following the Employee’s Date of Termination.

For purposes of this Agreement, “Accrued Obligations” shall mean: (1) all base salary earned by the Employee but unpaid as of the Date of Termination, (2) reimbursement for any and all monies advanced in connection with the Employee’s employment for reasonable and necessary expenses incurred by the Employee through the Date of Termination, (3) a payment representing the Employee’s accrued but unused paid time off in accordance with the Company’s or Affiliated Companies’ policy and (4) all other payments and benefits to which the Employee may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company. For purposes of this Agreement, “Pro Rata Bonus” shall mean, as to any fiscal year of the Company in which the Employee’s employment with the Company is terminated, an amount equal to that pro rata portion of the Employee’s annual bonus which, but for the Employee’s termination of employment, would have been earned by the Employee during such year. The actual amount of any annual bonus shall be determined by and in accordance with the terms of the Company’s then-current bonus program and the Employee shall have no absolute right to an annual bonus in any year.

(b)

Death. If the Employee’s employment is terminated by reason of the Employee’s death, this Agreement shall terminate without further obligations to the Employee’s heirs, executors, administrators or other legal representatives under this Agreement, other than for (i) payment of all Accrued Obligations, plus (ii) at the time the Company pays its senior executive bonuses in accordance with its general payroll policies, the Pro Rata Bonus.

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(c)

Disability. If the Employee’s employment is terminated by reason of the Employee’s Disability, this Agreement shall terminate without further obligations to the Employee, other than for (i) payment of all Accrued Obligations, plus (ii) the amount payable or provided pursuant to Sections 2(a)(iii)-(vi) ; provided , however , that to the extent the Company’s long-term disability plan does not offset the amount payable or provided pursuant to this Section 2(c) , such amounts shall be reduced by the amount of any disability insurance payments or benefits paid to the Employee pursuant to the Company’s long-term disability plan. 

 

(d)

Termination by the Company for Cause or Termination by the Employee . If the Employee’s employment is terminated for Cause or the Employee voluntarily terminates the Employee’s employment, this Agreement shall terminate without further obligations to the Employee other than the obligation to pay to the Employee’s Accrued Obligations through the Date of Termination.

 

3.

Waiver and Release Agreement . In no event, however, shall the Employee be entitled to receive the pay and benefits that the Company shall provide the Employee pursuant to Sections 2(a) or 2(c) unless the Employee provides the Company an enforceable waiver and release agreement in a form that the Company normally requires for senior executive employees. Such release shall be furnished to the Employee for Employee’s review not later than seven (7) business days following the Date of Termination, and shall be executed and returned to the Company within twenty-one (21) days of receipt (or within forty-five (45) days of receipt if the Employee’s separation is part of a group). Provided the Employee does not timely revoke the waiver and release agreement within seven (7) days after its execution (or within fifteen (15) days if the Employee is employed in Minnesota), pay and benefits pursuant to Sections 2(a) or 2(c) shall commence on the expiration of the revocation period, and any amounts that otherwise would have been paid to the Employee pursuant to Sections (2)(a) or 2(c) before the expiration of the revocation period shall be paid to the Employee, without interest, on the sixtieth (60 th ) day after the Date of Termination.

 

4.

Proprietary Information . In the course of service to the Company or an Affiliated Company, the Employee will be provided, learn, develop and have access to trade secrets, confidential information and proprietary materials regarding the organization, business and finances of the Company or an Affiliated Company which is not generally available to the public and which has been developed or acquired, or will be developed or acquired, at considerable effort and expense by the Company or an Affiliated Company. Such information shall hereinafter be called “Proprietary Information” and may include, but is not limited to, (1) products, (2) services, (3) designs, (4) methods, (5) techniques, (6) systems, (7) know-how, (8) strategic or technical data, (9) marketing research data, (10) product research and development data, (11) sales techniques, (12) sales data, (13) confidential customer lists, (14) software, (15) business plans, (16) pricing information, (17) employee personnel files, (18) clinical, prescriber, pharmacy and/or patient data, (19) recruiting information, including, but not limited to, candidate data and client preference and contact data, and (20) any other information gained in the course of the Employee’s employment with the Company or an Affiliated Company that could reasonably be expected to be deleterious to the Company or an Affiliated Company if disclosed to third parties. Proprietary Information shall not be considered generally available to the public if the Employee or others improperly reveal such information to the public without the Company’s or an Affiliated Company’s express written consent and/or in violation of an obligation of confidentiality to the Company or an Affiliated Company.

 

5.

Non-Use and Non-Disclosure . The Employee agrees that the Employee will not, at any time during or after the Employee's employment with the Company, make any unauthorized use or disclosure of any Proprietary Information, or make any use thereof at all, except in the course and scope of the Employee’s employment with the Company and as necessary and authorized for the carrying out of the Employee’s employment responsibilities. This Agreement shall not prevent the Employee from revealing evidence of criminal wrongdoing to law enforcement or prohibit the Employee from divulging the Company’s Proprietary Information by order of court or agency of competent jurisdiction. However, the Employee shall promptly inform the Company of any such situations and shall take such reasonable steps to prevent disclosure of the Company’s Proprietary Information until the Company has been informed of such requested disclosure and the Company has had an opportunity to respond to the court or agency.

 

6.

Assignment of Creative Works.

 

(a)

“Creative Works” include, but are not limited to, all original works of authorship, inventions, discoveries, designs, computer hardware and software, algorithms, programming code, databases, database structures, or other information, business ideas, and related improvements and devices, which are conceived, developed, or made by the Employee, either alone or with others, in whole or in part, on or off the Company’s or an Affiliated Company’s premises, (i) during the Employee’s employment with the Company, (ii) with the use of the time, materials, or facilities of the Company, (iii) relating to any product, service, or activity of the Company of which the Employee has knowledge, or (iv) suggested by or resulting from any work performed by the Employee for the Company. Creative Works do not include inventions or other works developed by the Employee: (i) before the Employee commenced employment with the Company, as detailed in Attachment A to this Agreement; or (ii) entirely on the Employee's own time without using the Company’s equipment, supplies, facilities, or Proprietary Information (collectively, “Excluded Works” ) except for those inventions or works that either: (a) relate at the time of conception or reduction to practice of the invention to the Company’s Business (defined below) or actual or demonstrably anticipated research or development of the Company or Affiliated Company, or (b) result from any work performed, directly or indirectly, by the Employee for the Company or Affiliated Company.

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(b)

To the extent any rights in the Creative Works are not already owned by the Company, the Employee irrevocably assigns and transfers to the Company all proprietary rights, including, but not limited to, all patent, copyright, trade secret, trademark, and publicity rights in the Creative Works and agree that the Company will be the sole and exclusive owner of all right, title, and interest in the Creative Works. The Company will have the right to use all Creative Works, whether original or deri


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