Employment Agreement - Premier Research Worldwide and Joseph Esposito
[LOGO]
Premier Research Worldwide
October 21, 1997
TO: Joseph Esposito
Welcome to Premier Research Worldwide! We are very pleased to offer you the
position of President of DLB Systems and are very excited that you are joining
our team. We look forward to working with you.
You will be starting with us on October 29, 1997 and Joel Morganroth will be
your immediate supervisor. Your salary will be $200,000 a year, payable in equal
installments as per the company's payroll policy and shall be considered on an
annual basis and adjusted based on performance. You will also be eligible for
Premier Research Worldwide standard benefits as they shall exist from time to
time. (See Benefits Highlights)
You will be employed "at will" which means that either the Company or you may
terminate at any time, with or without cause or good reason. Should we elect to
terminate you without cause you will be eligible to receive your salary
continued until you secure other employment, for up to six months. Should you be
terminated with or without cause, you will be paid your accrued salary and bonus
through the day of terminaation. Cause may include the following:
(1) Your failure to perform duties and responsibilities to the Company.
(2) Any misconduct which, in the discretion of the Company, is injurious to
the business or interests of the Company.
(3) Violation of any federal, state, or local law applicable to the business
of the Company.
(4) Any material breach of this agreement.
Premier also has certain standards of professional performance to which you
agree to adhere as shown below:
Best Efforts - To devote your best efforts to your employment with the Company
on a full time basis (no less than 40 hours a week) and agree not to use the
facilities, personnel or property of the Company for personal or private
business benefit.
<PAGE>
Ethical Conduct - To conduct yourself in a professional and ethical manner at
all times and to comply with a.11 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.
Non-Disclosure - In your capacity as an employee of Premier Research Worldwide,
you will have access to confidential information and material belonging to the
Company, including customer lists, contracts, proposals, operating procedures,
and trade secrets. If termination should occur, you agree to return to the
Company any such confidential information and material in your position with no
copies retained. You also agree that, whether during employment with the Company
or any time after the termination (regardless of the reason for such
termination), you 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.
Non-Interference - During your employment with the Company and for a period of
one year thereafter (regardless of the reason for termination) you agree that
you will not, directly or indirectly, in any way for your own account, as
employee, stockholder, partner, or otherwise, or for the account of any other
person, corporation, or entity inappropriately or unethically solicit clients,
Premier Research Worldwide employees or independent contractors that would
interfere with the business of the Company.
Inventions - 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. You also agree 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. In addition, you further agree 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.
You also acknowledge 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.
Conflicts - To assure the Company that you are not currently restricted by any
existing employment or non-compete agreement that would conflict with the terms
of this agreement.
<PAGE>
Special Item:
On employment, you will receive 50,000 Options of Premier Research Worldwide
stock at a strike price determined by the closing NASDAQ price for PRWW on
your first day of employment or, if not traded that day, the last closing
price of record. These options will be subject to all of the provisions of
the 1997 company Employee Stock Option Plan.
1997 Bonus Program Per Board Resolution, $500/mo. car allowance, 4 weeks
vacation.
This agreement and any disputes that may arise shall be governed by Pennsylvania
law. 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, this agreement shall be construed as if such
provision had been more narrowly drawn so as not to be invalid or unenforceable.
This agreement supersedes all prior agreements, arrangements, and
understandings, written or oral, relating to the subject matter. The failure of
either party at any time or times to require performance of any provision shall
in no way affect the right at a later time to enforce the same.
Joe, we are pleased to have you as part of our staff and we wish you a long and
rewarding career at Premier Research Worldwide!
Please sign below as acceptance of this agreement.
/s/ Joseph Esposito October 13, 1997
----------------------------------- ------------------------
Joseph Esposito Date
/s/ Joel Morgonroth October 29, 1997
----------------------------------- ------------------------
For the Company Date