Exhibit
10.162
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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
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William
Sharbaugh
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2.0
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2
years
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Daniel G.
Darazsdi
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2.0
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2
years
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Christine A.
Dingivan
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2.0
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2
years
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Brainard Judd
Hartman
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2.0
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2
years
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Michael O.
Wilkinson
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1.0
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1
year
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Edward J.
Murray
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1.0
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1
year
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Paul D.
Colvin
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1.0
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1
year
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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:
1.01 “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.
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.
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 that Employee first becomes eligible after the Termination
Date for similar coverage under another employer’s plan.
2.04 Stock Awards. Notwithstanding
anything to the contra