Consultant Agreement [Amendment] - eResearchTechnology Inc. and Joel Morganroth
[COMPANY LETTERHEAD]
CONSULTANT AGREEMENT
ADDENDUM
This Amendment (this "Amendment") to Consultant Agreement dated May 21,
2001 is made this 30th day of December 2002 between eResearchTechnology, Inc.
("Company") and Joel Morganroth ("Executive").
Company and Executive are parties to a certain Consultant Agreement
dated May 21, 2001 (the "Agreement"). Company and Executive now desire to amend
a certain provision of the Agreement as set forth in this Amendment, to become
effective on January 1, 2003.
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 3. a) is hereby amended and restated to read in its
entirety as follows:
Base fees shall be $228,000/year payable in twelve equal
installments of $19,000 by the 15th of each month. Consultant will
be eligible for incentive compensation to be determined by the
Board of Directors.
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/ Joel Morganroth By: /s/ Bruce Johnson
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Joel Morganroth Bruce Johnson
Title: Sr. Vice President & Chief Financial
Officer