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EXHIBIT 10.15
EMPLOYMENT SEPARATION AGREEMENT
PDI,
Inc., a Delaware corporation (the “Company”),
having its principal place of business at 1 Route 17 South,
Saddle River, New Jersey 07458, and Kevin Connolly (the
“Executive”), agree:
1.
Employment
. The
Company hereby employs the Executive as EVP-General Manager
commencing on June 1, 2005 which employment shall terminate upon
reasonable notice by either party, for any reason.
Executive understands and agrees that his employment with the
Company is at will and can be terminated by either party, with or
without notice, and for any or no
reason.
2.
Termination Benefits
.
a.
In
further consideration for Executive’s agreement to
execute the PDI Confidentiality, Non-Solicitation and Covenant
Not to Compete Agreement (the “Confidentiality
Agreement”), the Company agrees that if it terminates
the Executive’s employment on or before May 31, 2007:
(i) without cause; (ii) due to a change in market conditions;
or (iii) in connection with a Change of Control (as defined
below) or the Executive terminates his employment due to the
occurrence of any of the conditions described in Section 2b.
below in connection with a Change of Control, the Executive
shall be paid a lump sum payment equal to the product of
twelve (12) times his Base Monthly Salary (as defined below),
subject to withholding for applicable federal, state and local
income and employment related taxes (the “Severance
Payment”), and the Company will accelerate the vesting
of all equity based compensation, including but not limited to
any stock grant, option or other form of compensation, so that
all such compensation is fully vested and exercisable upon
separation through the end of 12 months from separation. The
Company will amend any applicable plan to effectuate this
agreement or, if legally prohibited, will pay the monetary
value of such compensation; provided the Executive executes
and does not revoke the PDI Agreement and General Release
given to him upon termination. The Executive shall continue to
be bound by the confidentiality, non-solicitation,
non-competition and other provisions set forth in the
Confidentiality Agreement for the periods set forth
therein.
No
termination benefits will be paid if the Executive resigns or
terminates his employment for any reason other than for
reasons set forth in Section 2(b) below, or the Company
terminates the Executive’s employment for Cause (as
defined below) as determined by the Chief Executive Officer,
the President or the Board of Directors (the
“Board”) of the Company.
b.
Subject
to the terms and conditions set forth in Section 2a. above,
the Executive shall be entitled to a Severance Payment if he
terminates his employment within two years following the
occurrence of a Change in Control because (i) the Executive
suffers a material adverse change in his status, title,
position or responsibilities; (ii) the Executive suffers a
reduction in his annual base salary; (iii) the Executive
suffers a reduction in long term or deferred compensation or
other incentive opportunities; or (iv) the Executive suffers a
material adverse change in his working conditions; provided,
however, that with respect to items (i) through (iv) above,
within 30 days of written notice by the Executive, the Company
has not cured, or commenced to cure, such adverse change,
reduction or breach.
3.
Definitions
.
a.
Cause
shall
mean (1) the willful failure or refusal to perform lawful
directives of the Company; (2) a willful violation of the
Company’s policies and procedures that has a material
adverse impact upon the Company; (3) the willful failure to
adhere to moral and ethical business principles; (4)
Executive's conviction of a felony, or a misdemeanor involving
fraud or dishonesty (including entry of a
nolo contendere plea);
or (5) any act of dishonesty or fraud in the commission of his
duties, provided, however; that as to items (1) and (3) above, the
Company will provide thirty (30) days advance written
no
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