Employment Agreement - Premier Research Worldwide and Joel Morganroth
MANAGEMENT EMPLOYMENT AGREEMENT
The following agreement is hereby entered into between Joel Morganroth, M.D.,
(hereinafter known as "Employee") and Premier Research Worldwide (together with
its affiliated corporations hereinafter known as the "Company") and having its
principal offices at 124-34 South 15th Street, Philadelphia, PA 19102.
1. DUTIES AND RESPONSIBILITIES
Employee agrees to hold the position of Chief Executive Officer and
shall be directly responsible to the Board of Directors.
2. BEST EFFORTS
a) Employee agrees to devote best efforts to his employment with
the Company, on a full-time exclusive basis carrying out
duties as defined in the position description dated October,
1996.
b) Employee 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 five (5) years commencing
1 January 1997 and continuing through 31 December 2001.
5. COMPENSATION
a) Salary
Salary shall be payable in equal installments as per the
Company's payroll policy and shall be $201,000 annually for
the year 1997. Thereafter, salary will be reviewed annually by
the compensation committee and approved by the Board of
Directors.
b) Benefits
Benefits shall be the standard benefits of the Company as they
shall exist from time to time.
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c) Bonus
Employee hereby acknowledges the receipt of a stock option
grant of 100 shares issued under the Horizon 2000 program on 1
February 1995 which was in lieu of a bonus plan. Accordingly,
employee agrees that additional bonus (under existing or new
plans) will not be considered during the term of this
Agreement.
6. NON-DISCLOSURE
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 other material relating to
the business, operations, or prospects of the Company except as
authorized in writing by the Company.
7. NON-COMPETITION
During employment with the Company and for a period of two years
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:
a) Engage, within any geographic area in which the Company is the
conducting its business, in any business segment which is
competitive with the Company in which he has actively
participated as an Employee of the Company; or
b) Solicit customers who, during the period of employment, were
customers of the Company or were actively solicited as
customers of the Company; or
c) Offer employment to any Employee of the Company in any
capacity whatsoever, or attempt to induce or cooperate with
any other firm in an attempt to induce an Employee of the
Company to leave the employ of the Company; or
d) Attempt or cooperate with any other firm in an attempt to
induce any independent contractor of the Company to cease
providing services to the Company.
8. 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
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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
Employee hereby assures the Company that he/she 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
Employment is "at will" which means that either the Company or
Employee may terminate at any time, with or without cause or good
reason.
a) The Company may terminate other than for "cause" at any time
upon written notice to Employee. In such case, the Company
will continue to pay Employee's annual salary for a period of
one year following such termination. The Company will have no
other obligation and no other severance pay or other benefits
will be provided.
b) The Company may terminate employment for cause at any time
upon 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 as outlined in the job description
dated October, 1996 or as amended thereafter.
(2) Any Employee misconduct which 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.
c) Employee may terminate employment at any time, with or without
good reason, upon 90 days written notice to the Company.
d) 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 earned through the date
of termination.
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11. MISCELLANEOUS
a) This Agreement and any disputes arising herefrom shall be
governed by New Jersey 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.
For Employee: For the Company:
_______________________________ ________________________________
Date:__________________________ Date: __________________________
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