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Exhibit
10.162
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Employee
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Section 2.01 Base
Salary
and Bonus
Multiplier
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Section 2.03
Welfare
Benefit
Period
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| Fredric
N. Eshelman |
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3.0 |
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2 years |
| William
Sharbaugh |
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2.0 |
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2 years |
| Daniel G.
Darazsdi |
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2.0 |
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2 years |
| Paul S.
Covington |
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2.5 |
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1 year |
| Brainard
Judd Hartman |
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2.0 |
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2 years |
| Edward J.
Murray |
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1.0 |
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1 year |
| Paul D.
Colvin |
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1.0 |
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1 year |
SEVERANCE
AGREEMENT
THIS AGREEMENT, effective the
1st day of January, 2001, by and between Pharmaceutical Product
Development, Inc. and its subsidiaries and affiliates
(collectively, “PPD”) and
(“Employee”).
WHEREAS, Employee is a valued
employee of PPD and in order to induce Employee to remain in the
employ of PPD, PPD desires to provide the severance benefits
hereinafter described in the event of a “Change in
Control”, as hereinafter defined, of PPD.
NOW, THEREFORE, it is agreed
as follows:
1.
Definitions
1.01 “AFR”
means the interest rate determined under Section 1274 of the
Code.
1.02 “Base
Amount” shall have the meaning set forth and shall be
determined as provided in Section 280G of the Code.
1.03 “Change in
Control” means (i) a change of control of a nature
that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (“Exchange Act”),
provided that such a Change in Control shall be deemed to have
occurred if any “person” (as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of PPD
representing 50% or more of the combined voting power of
PPD’s then outstanding securities; (ii) a sale of
substantially all of the assets of PPD; or (iii) a liquidation
of PPD.
1.04 “Constructive
Termination” means a termination of Employee’s
employment by PPD during the Covered Period initiated by Employee
after (i) a substantial diminution or alteration in the duties
of Employee, (ii) a reduction by PPD in Employee’s base
salary in effect on the date of the Change in Control, or
(iii) the relocation of Employee’s primary work location
to a location that is more than twenty-five (25) miles from
Employee’s primary work location prior to the Change in
Control. Constructive Termination specifically does not include
termination of Employee by reason of death, Disability or
retirement at or after age 65. Employee shall give PPD written
notice of a Constructive Termination, which notice shall provide a
brief description of the circumstances which Employee asserts gives
rise to a right of Constructive Termination, and PPD shall have ten
(10) days from receipt of said notice within which to remedy
said circumstances.
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1.05 “Covered
Payment” means the amounts and benefits paid to Employee
pursuant to this Agreement, taken together with any amounts or
benefits otherwise paid or distributed to Employee by
PPD.
1.06 “Covered
Period” means the time period commencing on the date of
and coincident with a Change of Control and ending one year
thereafter.
1.07 “
Disability” means the inability of Employee to perform
his assigned duties for PPD for a period of three (3) months
due to Employee’s physical or mental illness as determined by
a reputable medical doctor.
1.08 “Excess
Parachute Payment” shall have the meaning set forth and
shall be determined as provided in Section 280G of the
Code.
1.09 “Excise
Tax” shall mean the tax imposed under Section 4999
of the Code on an Excess Parachute Payment.
1.10 “Executive
Consultant” shall mean the executive compensation or
comparable consultant used from time to time by PPD in designing
its compensation program for executive and senior management
employees of PPD; provided, however, that in its sole discretion
PPD may at any time designate its independent auditors as its
Executive Consultant for the purpose of performing any calculations
required under Section 2.05 of this Agreement.
1.11 “Final
Determination” means a final determination by a court of
competent jurisdiction or a proceeding of the Internal Revenue
Service or its successor agency.
1.12 “First
Period” means the twelve-month period ending on the
Termination Date.
1.13 “Internal
Revenue Code” means the Internal Revenue Code of 1986 as
heretofore or hereafter amended, and any successor code. References
in this agreement to specific sections of the Code shall also
include any successor sections.
1.14 “Parachute
Payments” shall have the meaning set forth and shall be
determined as provided in Section 280G of the Code.
1.15 “Payment
Cap” means the maximum amount which may be paid to
Employee under the terms of this Agreement without subjecting
Employee to the Excise Tax.
1.16 “Payment
Date” means the date thirty (30) days following the
Termination Date.
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1.17 “Stock
Awards” means Employee’s outstanding awards of PPD
non-qualified stock options or restricted stock as of the
Termination Date.
1.18 “Termination
for Cause” means (i) an act or acts involving fraud,
embezzlement or theft from PPD, (ii) Employee’s willful
and repeated failure to follow directions of the Board of Directors
that continues for at least ten (10) days following written
notice of the Board of Directors of such failure to follow
directions, or (iii) termination for cause as defined in and
made pursuant to a then effective employment agreement, if any,
between Employee and PPD.
1.19 “Termination
Date” means the date on which Employee’s employment
is terminated such that Employee is entitled to the compensation
and benefits provided for in Section 2 of this
Agreement.
2. Compensation Upon
Change of Control. If during the Covered Period
(i) PPD terminates Employee’s employment for reason
other than Termination for Cause or (ii) Employee’s
employment is terminated by reason of Constructive Termination,
Employee shall be entitled to the following compensation and
benefits:
2.01 Base Salary and
Bonus. PPD shall pay Employee an amount equal to
times the sum of Employee’s (i) base salary for the
First Period (determined as if Employee was employed for the entire
First Period if employed for less than the First Period) and
(ii) the greater of (x) Employee’s target bonus
under the PPD incentive cash bonus plan in which Employee is
eligible to participate immediately prior to the Termination Date
or (y) the average of the cash bonuses received in the First
Period and in the twelve-month period immediately preceding the
First Period, said amount to be paid on the Payment
Date.
2.02 Unpaid and Deferred
Compensation. PPD shall pay Employee any bonus or deferred
compensation (whether in the form of cash, stock or otherwise)
accrued but unpaid as of the Termination Date, said sum to be paid
on the Payment Date.
2.03 Benefits. For a
period of
after the Termination Date, PPD shall continue to pay for and
provide welfare benefits which Employee was receiving immediately
prior to the Termination Date, including life insurance, health,
medical, dental, vision and wellness, accidental death and
dismemberment and disability benefits; provided, however, that
PPD’s obligations under this clause shall terminate from the
date t
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