Employment Agreement - eResearchTechnology and Joseph Esposito
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eResearchTechnology
Enabling the Clinical Advantage
A Wholly Owned Subsidiary of Premier Research Worldwide, Ltd
MANAGEMENT EMPLOYMENT AGREEMENT
The following agreement is hereby entered into between, Joseph
Esposito (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 President and Chief Executive
Officer and shall be directly responsible to Board of Directors.
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 $270,000/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 with the exception of vacation
which will be four weeks.
c. Car Allowance of $700/month.
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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.
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
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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.
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.
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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
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
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other than for Cause or as a result of the death or
Disability of the Employee, the company will provide for a
one year 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.),
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.a.
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 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.
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 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/ Joseph Esposito /s/ Joel Morganroth
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Date: 1/1/00 Date: 1/1/00
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