Sample Business Contracts

Employment Agreement [Amendment] - eResearchTechnology Inc. and Bruce Johnson

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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eResearchTechnology, Inc.
Enabling the Clinical Advantage


         This Amendment (this "Amendment") to Management Employment Agreement
dated January 27, 2000 is made this 2nd day of January 2002 between
eResearchTechnology, Inc. ("Company") and Bruce Johnson ("Executive")

         Company and Executive are parties to a certain Management Employment
Agreement dated January 27, 2000 (the "Agreement"). Company and Executive now
desire to amend certain provisions of the Agreement as set forth in this

         Capitalized terms used but not defined herein shall have the meaning
given to them in the Agreement.

         NOW, THEREFORE, Company and Executive, each intending to be legally
bound hereby, agree as follows:

1. The Agreement is hereby amended as follows:

         1.1 Section 5. d. is hereby added to read in its entirety as follows:

             "Car allowance of $500 per month effective with employment."

         1.2 Section 11. e. is hereby amended and restated to read in its
         entirety as follows:

         "Notwithstanding any contrary provision contained in this Employment
         Agreement, in the event that either (a) there is a "Change of Control"
         (as hereafter defined) and neither the Company nor the Buyer offers the
         Executive a position with comparable responsibilities, authority,
         location or compensation, or (b) after the date of the Change in
         Control but before the first anniversary thereof, the Executive's
         responsibilities, authority, location, or compensation are not
         acceptable to the Executive the Executive may elect to resign and
         receive severance equal to twelve month's annual salary and applicable
         prorated bonus, hereunder, payable in one lump sum in accordance with
         the Company's policy.

         In addition, the Executive will continue to receive (subject to payment
         of any applicable premium co-pay) standard health, dental, disability,
         life and accident insurance benefits for the twelve-month period
         following the termination of employment.

         The Executive must provide written notice of such election not less
         than sixty days following the date of the Change of Control or, if the
         Executive's new position is changed within the time period and in the
         manner described above, within thirty days following such event.

         The term "Change of Control", as utilized herein, refers to:

                 (i)  A change of control of a nature that would be required to
                      be reported in the Company's proxy statement under the
                      Securities Exchange Act of 1934, as amended;

                 (ii) The approval by the Board of Directors of a sale, not in
                      the ordinary course of business, of all or substantially
                      all of the Company's assets and business to an unrelated
                      third party and the consummation of such transaction; or

                (iii) The approval by the Board of Directors of any merger,
                      consolidation, or like business combination or
                      reorganization of the Company, the consummation of which
                      would result in the occurrence of any event described in
                      clause (i) or (ii) above, and the consummation of such

2. Miscellaneous

         2.1 All references to the Agreement in any documents and instruments
executed by the parties in connection with the Agreement shall be deemed to
refer to the Agreement as the same has been amended through the date hereof, and
as the same may be amended in the future.

         2.2 This Amendment may be executed in any number of counterparts and
each such counterpart shall be deemed an original, but all such counterparts
shall constitute but one and the same agreement.

         2.3 The Agreement and this Amendment may be modified or amended by the
parties hereto only by a written agreement executed by both parties.

         2.4 Except as expressly amended hereby, all of the terms and provisions
of the Agreement shall remain in full force and effect and are hereby ratified
and confirmed in every aspect.

         2.5 This Amendment shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Pennsylvania, without regard to
conflicts of laws principles.

         IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed on the date first written above.

By: /s/ Bruce Johnson                     By: /s/ Joseph Esposito
    -------------------------------           ----------------------------------
   Bruce Johnson                              Joseph Esposito
                                              Title: President & Chief Executive