Employment Agreement - eResearchTechnology and Robert Brown
[LOGO]
eResearchTechnology
Enabling the Clincial Advantage
A Wholly Owned Subsidiary of Premier Research Worldwide, Ltd
MANAGEMENT EMPLOYMENT AGREEMENT
The following agreement is hereby entered into between Robert Brown (hereinafter
known as Employee) and eResearchTechnology (together with its affiliated
corporations hereinafter known as the "Company") and having its principal
offices at 30 S. 17th Street, Philadelphia, PA 19103
1. DUTIES AND RESPONSIBILITIES
Employee agrees to hold the position of Sr. VP Diagnostic Technology
and Services and shall be directly responsible to President and CEO.
2. BEST EFFORTS
Employee agrees to devote his best efforts to his employment with the
Company, on a full-time (no less than 40 hours/week) basis. He further
agrees not to use the facilities, personnel or property of the Company
for personal or private business benefit.
3. ETHICAL CONDUCT
Employee will conduct himself in a professional and ethical manner at
all times and will comply with all company policies as well as all
State and Federal regulations and laws as they may apply to the
services, products, and business of the Company.
4. TERM OF THE AGREEMENT
This agreement will be for a period of one year, commencing January 1,
2000 and will continue from year to year unless terminated.
5. COMPENSATION
a. Salary shall be $150,000/year payable in equal installments as
per the company's payroll policy. Salary shall be considered on
an annual basis and adjusted based on performance.
b. Benefits shall be the standard benefits of the Company as they
shall exist from time to time.
<PAGE>
c. Annual bonus, based upon achieving 100% of targeted corporate and
department goals to be defined, of $100,000. (60% of the
department bonus will be payable quarterly in four (4) equal
installments and 40% payable annually based on corporate
performance.)
d. Draw of $3,000 per month, for one year, against
commissions/bonuses earned. In the event draw balance is greater
than zero at the end of fiscal year, it will automatically revert
to zero.
e. Car allowance of $500 per month.
6. NON-DISCLOSURE
Employee acknowledges that employment with the Company requires him/her
to have access to confidential information and material belonging to
the Company, including customer lists, contracts, proposals, operating
procedures, trade secrets and business methods and systems, which have
been developed at great expense by the Company and which Employee
recognizes to be unique assets of the Company's business. Upon
termination of employment for any reason, Employee agrees to return to
the Company any such confidential information and material in his
possession with no copies thereof retained. Employee further agrees,
whether during employment with the Company or any time after the
termination thereof (regardless of the reason for such termination), he
will not disclose nor use in any manner, any confidential or
proprietary material relating to the business, operations, or prospects
of the Company except as authorized in writing by the Company or
required during the performance of his duties.
7. BUSINESS INTERFERENCE; NONCOMPETITION
a. During employment with the Company and for a period of one year
(the "Restrictive Period") thereafter (regardless of the reason
for termination) Employee agrees he will not, directly or
indirectly, in any way for his own account, as employee,
stockholder, partner, or otherwise, or for the account of any
other person, corporation, or entity: (i) request or cause any of
the Company's suppliers, customers or vendors to cancel or
terminate any existing or continuing business relationship with
the Company; (ii) solicit, entice, persuade, induce, request or
otherwise cause any employee, officer or agent of the Company to
refrain from rendering services to the Company or to terminate
his or her relationship, contractual or otherwise, with the
Company; or (iii) induce or attempt to influence any customer or
vendor to cease or refrain from doing business or to decline to
do business with the Company or any of its affiliated
distributors or vendors.
<PAGE>
b. The Employee agrees that, during the Restrictive Period, the
Employee will not, directly or indirectly, accept employment
with, provide services to or consult with, or establish or
acquire any interest in, any business, firm, person, partnership,
corporation or other entity which engages in any business or
activity that is the same as or competitive with the business
conducted by the Company in any state of the United States of
America and in any foreign country in which any customer to whom
the Company is providing services or technology is located.
8. FORFEITURE FOR BREACH; INJUNCTIVE RELIEF.
a. Any breach of the covenants made in Sections 6 and 7 hereof shall
result in the forfeiture of the Employee's right to any and all
payments which may be required to be made under this Agreement
following such breach and shall relieve the Company of any
obligation to make such payments.
b. The Employee acknowledges that his compliance with the covenants
in Sections 6 and 7 hereof is necessary to protect the good will
and other proprietary interests of the Company and that, in the
event of any violation by the Employee of the provisions of
Section 6 or 7 hereof, the Company will sustain serious,
irreparable and substantial harm to its business, the extent of
which will be difficult to determine and impossible to remedy by
an action at law for money damages. Accordingly, the Employee
agrees that, in the event of such violation or threatened
violation by the Employee, the Company shall be entitle to an
injunction before trial from any court of competent jurisdiction
as a matter of course and upon the posting of not more than a
nominal bond in addition to all such other legal and equitable
remedies as may be available to the Company.
c. The rights and remedies of the Company as provided in this
Section 8 shall be cumulative and concurrent and may be pursued
separately, successively or together against Employee, at the
sole discretion of the Company, and may be exercised as often as
occasion therefor shall arise. The failure to exercise any right
or remedy shall in no event be construed as a waiver or release
thereof.
d. The Employee agrees to reimburse the Company for any expenses
incurred by it in enforcing the provisions of Sections 6 and 7
hereof if the Company prevails in that enforcement.
<PAGE>
9. INVENTIONS
Employee agrees to promptly disclose to the Company each discovery,
improvement, or invention conceived, made, or reduced to practice
(whether during working hours or otherwise) during the term of
employment. Employee agrees to grant to the Company the entire interest
in all of such discoveries, improvements, and inventions and to sign
all patent/copyright applications or other documents needed to
implement the provisions of this paragraph without additional
consideration. Employee further agrees that all works of authorship
subject to statutory copyright protection developed jointly or solely,
while employed shall be considered a work made for hire and any
copyright thereon shall belong to the Company. Any invention,
discovery, or improvement conceived, made, or disclosed, during the one
year period following the termination of employment with the Company
shall be deemed to have been made, conceived, or discovered during
employment with the Company.
Employee acknowledges that the only discoveries, improvements, and
other inventions made prior to the date hereof which have not been
filed in the United States Patent Office are attached as Exhibit A.
10. NO CURRENT CONFLICT
Employee hereby assures the Company that he is not currently restricted
by any existing employment or non-compete agreement that would conflict
with the terms of this Agreement.
11. TERM; TERMINATION AND TERMINATION BENEFITS
a. Employment is "at will" which means that either the Company or
Employee may terminate at any time, with or without cause or good
reason, upon written notice given at least 30 days prior to
termination.
b. This Agreement shall terminate upon the death of the Employee. In
addition, if, as a result of a mental or physical condition
which, in the reasonable opinion of a medical doctor selected by
the Company's board of directors, can be expected to be permanent
or to be of an indefinite duration and which renders the Employee
unable to carry out the job responsibilities held by, or the
tasks assigned to, the Employee immediately prior to the time the
disabling condition was incurred, or which entitles the Employee
to receive disability payments under any long-term disability
insurance policy which covers the Employee for which the premiums
are reimbursed by the Company (a "Disability"), the Employee
shall have been absent from his duties hereunder on a full-time
basis for 120 consecutive days, or 180 days
<PAGE>
during any twelve month period, and within thirty (30) days after
written notice (which may occur before or after the end of such
120 or 180 day period), by the Company to Employee of the
Company's intent to terminate the Employee's employment by reason
of such Disability, the Employee shall not have returned to the
performance of his duties hereunder, the Employee's employment
hereunder shall, without further notice, terminate at the end of
said thirty-day notice.
c. The Company may also terminate the Employee's employment under
this Agreement for Cause. For purposes of this Agreement the
Company shall have "Cause" to terminate the Employee's employment
if the Employee, in the reasonable judgment of the Company, (i)
fails to perform any reasonable directive of the Company that may
be given from time to time for the conduct of the Company's
business; (ii) materially breaches any of his commitments, duties
or obligations under this Agreement; (iii) embezzles or converts
to his own use any funds of the Company or its Affiliates or any
business opportunity of the Company of its Affiliates; (iv)
destroys or converts to his own use any property of the Company
or its Affiliates, without the Company's consent; (v) is
convicted of, or indicted for, or enters a guilty plea or plea of
no contest with respect to, a felony; (vi) is adjudicated an
incompetent or (vii) violates any federal, state, local or other
law applicable to the business of the Company or engages in any
conduct which, in the reasonable judgment of the Company, is
injurious to the business or interests of the Company.
d. Upon any termination of this Agreement, the Company shall have no
further obligation to Employee other than for Annual Salary
earned through the date of termination, and no severance pay or
other benefits of any kind shall be payable; provided, however,
that in the event the Company terminates this Agreement other
than for Cause or as a result of the death or Disability of the
Employee, the company will provide for a six months severance
package which will include base salary and benefits. The Company
must give the Employee written notice of the Employee's breach
under sections 11.c.(I), and 11.c.(ii), and 11.c.(Vii) and 15
days to cure before the Employee is given notice of termination
as required under Section 11.1a
e. 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 six month's annual salary and applicable prorated bonus,
hereunder, payable in one lump sum in accordance with the
Company's policy.
<PAGE>
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
six 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 transaction.
Except as expressly modified and amended hereby, the Employment
Agreement and its terms and provisions are hereby ratified, confirmed
and approved in all respects.
12. MISCELLANEOUS
a. This Agreement and any disputes arising herefrom shall be
governed by Pennsylvania law.
b. In the event that any provision of this Agreement is held to be
invalid or unenforceable for any reason, including without
limitation the geographic or business scope or duration thereof,
this Agreement shall be construed as if such provision had been
more narrowly drawn so as not to be invalid or unenforceable.
c. This Agreement supersedes all prior agreements, arrangements, and
understandings, written or oral, relating to the subject matter.
d. The failure of either party at any time or times to require
performance of any provision hereof shall in no way affect the
right at a later time to enforce the same. No waiver by either
party of any condition or of the breach by the other of any
term or covenant contained in this
<PAGE>
Agreement shall be effective unless in writing and signed by the
aggrieved party. A waiver by a party hereto in any one or more
instances shall not be deemed or construed as a further or
continuing waiver of any such condition or breach or a waiver of
any other condition, or of the breach of any other term or
covenant set forth in this Agreement.
e. Any notice required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given when
delivered in person, sent by certified mail, postage prepaid, or
delivered by a nationally recognized overnight delivery service
addressed, if to the Company at 30 S. 17th Street, 8th Floor,
Philadelphia, PA 19103 Attn: President and if to the Employee, at
the address of his personal residence as maintained in the
Company's records.
For Employee: For the Company:
/s/ Robert Brown /s/ Joseph Esposito
----------------------------- ------------------------------
Robert Brown Joseph Esposito
Date: 1/1/00 Date: 1/1/00
------------------------ ------------------------------
<PAGE>
MANAGEMENT EMPLOYMENT AGREEMENT
AMENDMENT
This Amendment (this "Amendment") to Management Employment Agreement
dated January 1, 2000 is made this 8th day of August, 2000 between
eResearchTechnology, Inc. ("Company") and Robert Brown ("Employee").
BACKGROUND:
Company and Employee are parties to a certain Management Employment
Agreement dated January 1, 2000 (the "Agreement"). Company and Employee now
desire to amend certain provisions of the Agreement as set forth in this
Amendment.
Capitalized terms used but not defined herein shall have the meanings
given to them in the Agreement.
NOW, THEREFORE, Company and Employee, each intending to be legally
bound hereby, agree as follows:
1. The Agreement is hereby amended as follows:
1.1 Section 5(c) is hereby amended and restated to read in its
entirety as follows:
"Annual bonus, based upon achieving 100% of targeted corporate and
department goals to be defined, of $100,000."
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.
<PAGE>
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 respect.
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.
ERESEARCHTECHOLOGY, INC.
By: /s/ Bruce Johnson
-------------------------------
Name: Bruce Johnson
Title: Sr. VP, Chief Financial Officer
/s/ Robert Brown
-----------------------------------
Robert Brown