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Severance And Consulting Agreement

Termination Severance Agreement

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Governing Law: Florida     Date: 3/31/2006
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.10


THIS SEVERANCE AND CONSULTING AGREEMENT (the “Agreement”) entered into as of this 30 th day of December, 2005, between SFBC International, Inc., a Delaware corporation (the “Company”) and Lisa Krinsky, M.D. (“Krinsky”).

     WHEREAS, Krinsky has held various positions as an executive officer and member of the Board of Directors of the Company and/or its subsidiaries pursuant to an Employment Agreement dated May 20, 2005 (the “Employment Agreement”); and

     WHEREAS, the Company and Krinsky have agreed to terminate her existing relationship with the Company and its subsidiaries in a mutually acceptable manner.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and Krinsky agree as follows:




Termination and Resignation . The Employment Agreement is terminated effective immediately. Krinsky hereby resigns from all positions as an officer and/or director of the Company and/or its subsidiaries and as manager of any SFBC LLC’s effective immediately.








Term of Agreement .




Term . This Agreement shall commence on December 31, 2005 and continue for a period of twenty-four (24) months (the “Term”).








Continuing Effect . Notwithstanding any termination of this Agreement or the Employment Agreement, at the end of the Term or otherwise, the provisions of Sections 7 and 8 shall remain in full force and effect and the provisions of Section 8 shall be binding upon the legal representatives, successors and assigns of the Executive.





Payment and Benefits .




Cash Payment . Krinsky shall receive payment aggregating one million eight hundred thousand dollars ($1,800,000). Payment shall be made to Krinsky as follows: one half of the above amount shall be paid to Krinsky within three (3) to five (5) days from the execution of this Agreement and, at the same time, the remaining half will be deposited in the Trust Account of Tew Cardenas LLP for disbursement to Krinsky six (6) months from the date of this Agreement.







Waiver of Additional Compensation . Krinsky hereby waives any claim to additional compensation of any kind under the Employment Agreement or otherwise including, without limitation, any unvested options, restricted stock units and bonus.








Benefits . Krinsky’s health insurance coverage shall be continued at the Company’s expense for a period of twelve (12) months after the date of this Agreement.





Consultation . Krinsky shall be available to consult with the Company from time to time during the Term of this Agreement as may reasonably be requested by the CEO and/or Chairman of the Company.








Cooperation . Krinsky shall, during the Term of this Agreement, make herself available to cooperate with the Company and its attorneys to prepare for and attend interviews and/or hearings and/or to give testimony in any investigations, lawsuits or other proceedings involving the Company in matters that currently exist or which may arise.








Stock Sales . Krinsky agrees that she will abide by the restrictions that apply to an insider under SEC Rule 144 in any sale of Company stock.








Non-Competition Agreement .




Competition with the Company . For a period of twenty-four (24) months commencing on the date of this Agreement, Krinsky (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or during the Term of this Agreement or where the Company reasonably expected to engage in business within three (3) months of the date of termination of employment or the end of the Term of this Agreement. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged during the Term of this Agreement, provided , however , the foregoing shall not prevent Krinsky from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”), if Krinsky’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has







ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided , further , the foregoing shall not prohibit Krinsky from owning up to 5% of the securities of any publicly-traded enterprise provided Krinsky is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.





Solicitation of Clients . During the periods in which the provisions of Section 7(a) shall be in effect, Krinsky, directly or indirectly, will not seek nor accept Prohibited Business from any Client (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Client to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating to the Prohibited Business from any Client, or any enterprise or business other than the Company. For purposes of this Agreement, the term “Client” means any person, firm, corporation, partnership, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 24-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, association or other entity is a Client, or who or which was approached by or who or which has approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be.








No Payment . Krinsky acknowledges and agrees that no separate or additional payment will be required to be made to her in consideration of her undertakings in this Section 7, and confirms she has received adequate consideration for such undertakings.




Non-Disclosure of Confidential Information .





Confidential Information . Confidential Information includes, but is not limited to, trade secrets, processes, policies, procedures, techniques, designs, drawings, know-how, show-how, technical information, specifications, computer software and source code, information and data relating to the development, research, testing, costs, marketing, and uses of the Services (as defined herein), the Company’s budgets and strategic plans, and the identity and special needs of Clients, vendors, and suppliers, subjects and databases, data, and all technology relating to the Company’s businesses, systems, methods of operation, and Client lists, Client information, solicitation leads, marketing and advertising materials, methods and manuals and forms, all of which pertain to the activities or operations of the Company, the names, home addresses and all telephone numbers and e-mail addresses of the Company’s directors, employees,







officers, executives, former executives, Clients and former Clients. In addition, Confidential Information also includes Clients and the identity of and telephone numbers, e-mail addresses and other addresses of executives or agents of Clients who are the persons with whom the Company’s executives, officers, employees, and agents communicate in the ordinary course of business. Confidential Information also includes, without limitation, Confidential Information received from the Company’s subsidiaries and affiliates. For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or subsequently becomes generally available to the public through no act or fault of Krinsky, (ii) information set forth in the written records of Krinsky prior to disclosure to Krinsky by or on behalf of Company which information is given to the Company in writing as of or prior to the date of this Agreement, and (iii) information which is lawfully obtained by Krinsky in writing from a third party (excluding any affiliates of Krinsky) who did not acquire such Confidential Information or trade secret, directly or indirectly, from Krinsky or the Company. As used herein, the term “Services” shall include all clinical or pre-clinical research, testing, protocol design, data management, medical writing, bioavailability studies or analysis, clinical and bioanalytical services or similar such services conducted by the Company or any affiliate with respect to any of the foregoing during the Term of Krinsky’s employment or the Term of this Agreement.





Legitimate Business Interests . Krinsky recognizes that the Company has legitimate business interests to protect and as a consequence, Krinsky agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests. These legitimate business interests include, but are not limited to (i) trade secrets, (ii) valuable confidential business, technical, and/or professional information that otherwise does not qualify as trade secre

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