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 30 S. 17th Street, Philadelphia, PA 19103.
1. DUTIES AND RESPONSIBILITIES
Employee agrees to hold the position of Chief Executive Officer and
Chairman of the Board shall be directly responsible to the Board of
Directors.
2. BEST EFFORTS
Employee agrees to devote best his efforts to his employment with
the Company.
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 September
7, 1999 and will continue from year to year unless terminated.
5. Compensation
a) Salary shall be $204,000/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
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
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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.
7. BUSINESS INTERFERENCE
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
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
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
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 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
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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.
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:
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(1) Employee's gross failure to perform duties and
responsibilities as outlined in the job
description dated October 1996 or as amended
thereafter.
(2) Any employee gross misconduct which is directly
and severely injurious to the business 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 90 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 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
a) This Agreement and any disputes arising herefrom shall be
governed by Pennsylavnia 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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Amendment to the Management Agreement dated 9-7-1999 between PRWW, Ltd. and Joel
Morganroth, M.D., its Chairman and CEO
This contract is hereby amended, as of May 1, 2000, in that section 10
clause "b" which currently reads that severance shall equal one year's
annual salary and applicable prorated bonus shall in fact be equal to 1.765
times the annual salary and applicable prorate bonus as long as all
relationships such as providing medical services with any affiliated
company are also terminated and if not then the severance will remain at
1.0 times PRWW salary.
Signed:
John Ryan
Chairman, Compensation Committee
Accepted:
Joel Morganroth, MD