Employment Agreement - Premier Research Worldwide and Joseph Esposito
MANAGEMENT EMPLOYMENT AGREEMENT
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The following agreement is hereby entered into between, Joseph Esposito
(hereinafter known as Employee) and Premier Research Worldwide (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
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Employee agrees to hold the position of President and Chief Operating
Officer of Premier Research Worldwide, Ltd. and shall be directly
responsible to the Chief Executive Officer.
2. BEST EFFORTS
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Employee agrees to devote his best efforts to his employment with the
Company.
3. ETHICAL CONDUCT
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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
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This agreement will be for a period of one year, commencing September
7, 1999 and will continue from year to year unless terminated.
5. COMPENSATION
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a) Salary shall be $270,000/year payable in equal installments as per the
company's payroll policy.
b) Benefits shall be the standard benefits of the Company as they shall
exist from time to time with the exception of vacation which is four
weeks/year.
6. NON-DISCLOSURE
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Employee acknowledges that employment with the Company requires him
to have access to confidential information and material belonging to
the Company, including customer lists, contracts, proposals,
operating procedures, and trade secrets. 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.
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7. BUSINESS INTERFERENCE
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During employment with the Company and for a period of one year 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 inappropriately or unethically solicit clients,
Premier Research Worldwide employees or independent contractors that would
interfere with the business of the Company.
8. INVENTIONS
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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.
9. NO CURRENT CONFLICT
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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.
10. TERMINATION AND TERMINATION BENEFITS
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Employment is "at will" which means that either the Company or Employee may
terminate at any time, with or without cause or good reason.
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a) The Company may terminate other than for "cause" at any time upon 30 days
written notice to Employee. In such case, the Company will pay severance
to Employee equal to one year's annual salary and applicable prorated
bonus, 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 one year period following
the termination of employment.
b) 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 one year'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 one year 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.
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Except as expressly modified and amended hereby, the Employment
Agreement and its terms and provisions are hereby ratified,
confirmed and approved in all respects.
c) The Company may terminate employment for cause at any time upon 30 days
written notice setting forth the nature of such cause. The following, as
determined by the Company in its reasonable judgment, shall constitute
"cause" for termination:
(1) Employee's failure to perform duties and responsibilities to the
Company.
(2) Any employee 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.
d) Employee may terminate employment at any time, with or without good
reason, upon 30 days written notice to the Company.
e) If employee resigns or employment is terminated by the Company for cause,
the Company shall have no further obligation to Employee other than for
annual salary, benefits, and applicable prorated bonus earned through the
date of his termination
f) References herein to a "prorated bonus" refer to the annual bonus in
which the Executive then participates, prorated for the portion of the
year in which his employment continues hereunder and based upon Company
performance during such portion of the year.
11. MISCELLANEOUS
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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.
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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.
For Employee: For the Company:
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Date: Date:
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