Exhibit 10.10
E M P L O Y M E N T A G R E E M E N T
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Employee is not bound by collective labor agreement.
PARTIES:
The undersigned:
Pharmaceutical Research Associates, Inc. (PRA) established at 1290 Trail,
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇.▇.▇. herein called "employer"
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and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ living at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ hereafter
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called "employee"
declare to have entered into the following contract of employment:
1.0. POSITION AND DUTIES.
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1.1. Employee enters the employment of employer as Managing Director PRA
Europe starting on 1 October 1992 and agrees to perform to the best of
his abilities all the duties which may reasonably be assigned to him by
or on behalf of employer and which are connected with employer's
business, and to follow thereby the directions which shall be given to
him by or on behalf of employer.
1.2. Employee is responsible for all aspects of PRA's European operations,
including organization, personnel, financial performance, marketing,
strategic planning, operations, and European locations. The position
will report to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or his assignee.
1.3. Employer expects that the employee will succeed in establishing PRA as a
premier contract research organization serving both the clinical
research needs within Europe and, in cooperation with PRA, Inc., the
international requirements of our sponsors. PRA expects that the
employee will understand the nature of the evolving regulatory
environment in Europe and will adapt PRA's services to meet certain
unique needs. The employee must ensure that, in addressing sponsors'
needs in Europe, PRA maintains high standards of business ethics and
performance.
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1.4. Employee is specifically responsible for:
1.4.1. Establishment of annual budgets for revenues and expenses.
1.4.2. Accomplishment of profit objectives (including decision-making authority
for all spending decisions within the limits of the budget).
1.4.3. Development and implementation of strategic plans regarding target
clients, services, locations, staffing, etc., necessary for PRA to
achieve in goals in Europe.
1.4.4. Development of annual objectives for PRA Europe.
1.4.5. Staffing of all European positions.
1.4.6. Marketing and sales in Europe (including generation of proposals). The
employee is expected to take a leading role in this area until a full-
time marketing/sales person is hired; the employee will continue to play
an active role even after this individual is hired.
1.4.7. Participation in meetings of PRA's senior management team to discuss all
issues of global or strategic importance. This involves at least semi-
annual visits to PRA, Inc.
1.4.8. Adherence to the corporate philosophy and commitments stated in PRA's
Mission Statement and Ten Commandments. (Deviations may be necessitated
by a different cultural or business environment in Europe that may
require a modified Mission statement for PRA in Europe, however, any
modification must be agreed upon PRA, Inc.'s senior management team.)
1.4.9. Capital spending on facilities, with the exceptions of computer software
and hardware. (Computer decisions must be coordinated with PRA, Inc., to
maintain continuity and compatibility with PRA's worldwide systems.)
1.5. Employee will be appointed as a member of the management board of PRA BV
and expected to act in accordance with its Articles of Association, a
copy of which will be provided to the employee.
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1.6. Employee will be appointed as a business manager (Geschaftsfuhrer) of
PRA GmbH when it is established and expected to act in accordance with
its Articles of Association, a copy of which will be provided to the
employee.
2.0. DURATION OF CONTRACT.
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2.1. This contract of employment is initially for a period of five (5) years
starting 1 October 1992 and ending 30 September 1997, and will renew for
an indefinite period of time unless either party provides written notice
at least nine (9) months before the 30 September 1997.
2.2. This agreement will terminate is any case, without notice being
required, on the first day of the month following the month in which the
employee reaches the age of 65 years.
2.3. This notice can be terminated forthwith and without notice if an urgent
cause for summary dismissal should occur.
3.0. NOTICE AND TERMINATION.
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3.1. After the initial five (5) years of employment, this agreement can be
terminated by either party with due observance of a term of notice of
nine (9) months.
3.2. This notice can be terminated forthwith and without notice if an urgent
cause for summary dismissal should occur.
4.0. COMPENSATION, BONUSES, HOLIDAYS, STOCK AND MISCELLANEOUS.
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4.1. At the date of entering into this agreement as a full-time employee the
gross annual salary is DM 215,000 payable in twelve equal monthly
amounts no later than the last day of each calendar month. Interim
performance evaluations will be written at six months and compensation
will be reviewed upon employee's one-year anniversary date.
4.2. Every year in the month of June a summer allowance will be paid equal to
one-twelfth of the gross annual salary.
4.3. Every year in the month of November a Christmas allowance will be paid
equal to one-twelfth of the gross annual salary.
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4.4. Employee will be entitled to a vacation of thirty (30) working days per
year.
4.5. Employee will be entitled to standard national holidays.
4.6. A car will be provided for employee's exclusive use. (The details
regarding how this benefit is typically provided in Germany are now
being pursued and will be provided to employee.)
4.7. One thousand (1000) shares of PRA stock options will be granted to
employee and vested over four years at a rate of 25% per year, beginning
with employee's date of full-time employment. Shares are subject to
PRA's Stockholders Agreement.
4.8. Upon employee's acceptance and start of full-time employment employee
will be nominated to PRA, Inc.'s Board of Directors and become a part of
PRA's senior management team.
4.9. Compensation and employee benefits will become effective as of the start
date of full-time employment.
5.0. HEALTH, UNEMPLOYMENT, AND WORKER'S COMPENSATION INSURANCE.
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5.1. Employer will pay the amount provided by German law for employee's
health insurance (presently DM 240/month) and employee pays balance.
5.2. Employer will contribute to employee's unemployment insurance per the
German social security system which presently provides for the employer
and the employee to pay one-half of the contribution up to a government
specified maximum.
5.3. Employer will pay the contribution to the workmen's compensation
insurance as mandated by the German social security system.
6.0. DISABILITY INSURANCE.
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Where not provided by national coverage, employer will provide employee
disability insurance coverage to the amounts shown below.
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6.1. In case of disability due to illness:
100% salary for first 8 months
50% salary for next 6 months
400% monthly salary in case of death
6.2. In case of disability due to accident:
DM 300,000 in case of death
DM 300,000 in case of permanent disability
pro rata share in case of partial disability
permanent or partial disability shall be determined by the German social
security system or mutually acceptable physician.
Coverage will be provided for both employee and spouse.
6.3. Employee will not be entitled to the supplement referred to in
paragraphs 6.1. and 6.2. of this article if and in so far employee can
claim compensation from a third party on account of loss of wages in
connection with his disability. In the latter case employer will pay the
supplement only by way of advance on the compensation to be received
from the third party, and upon assignment of the employee's right to the
compensation to the extent of the advances paid by employer. The
advances will be settled by employer to the extent that recovery takes
place.
7.0. LIFE INSURANCE.
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Employer will assume the premiums of the employee's existing life
insurance policies with Hannoversche/Leben: policy #7002-0123, premium
cost is 2.400,000 DM; policy #7022-1068, premium cost is 600,00 DM.
8.0. PENSION INSURANCE "AUSSERTARIFLICH ANGESTELLTER".
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Employer will contribute to pension insurance scheme per the German
social security system. Employer will also provide employee with pension
insurance, commonly called "ruckdeckungsveralscherung", in accordance
with German national and industry standards for highly compensated
employees. Such insurance to be at age 65, death, or upon permanent
disability.
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9.0. DUTY OF SECRECY.
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9.1. Employee shall not, during the continuance of the employment or after
the employment has ended for whatever reason, disclose in any manner to
whomsoever (including other members of employer's staff, unless
this/these staff member(s) must be informed in connection with their
work in the employment of employer and then only upon the expressed
authorization to do so by the employer) any information of a
confidential nature concerning the business of employer and other
companies of the group, which may have become known to employee by
reason of his work for employer, and which he knows or should know the
confidential character.
9.2. If employee should act contrary to his obligations on account of the
provision of paragraph 1 of this article, employee will, without any
notice of default being required, have to pay employer liquidated
damages for each breach thereof, amounting to three (3) times employee's
last gross monthly salary, notwithstanding employer's right to claim
full compensation instead of liquidated damages.
10.0. DOCUMENTS.
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10.1. Employee will be forbidden to have or to keep in his private possession
any documents or correspondence or copies thereof in any manner
whatsoever, which are in his hands by reason of his work for employer,
except in so far as and so long as such is required for the performance
of his duties for employer. In any case employee shall, forthwith and
without request being made thereto, return to employer such documents,
correspondence or copies thereof at the expiry of the employment or at
his retirement from active service for whatever reason.
11.0. MEMBERSHIPS AND PUBLICATIONS.
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11.1. Employee is encouraged to maintain memberships in scientific societies,
e.g., International Biometric Society, GMDS, and DIA.
11.2. Employee is encouraged to maintain membership in the Kommission B4 at
the BGA.
11.3. Employee is encourage to continue as the editor of the two book series,
Blometrie and Blometrie in der Pharmazeuishcen
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Industrie, and as the coeditor of the Biometrie und Infomatick in
Medizin und Biologie.
12.0. OBLIGATION NOT TO COMPETE DURING EMPLOYMENT AND PROHIBITION OF SECONDARY
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OCCUPATION.
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12.1. Employee shall not be allowed to be engaged, whether or not against
payment and for his own account or for account of third parties, in a
field similar to or otherwise competing with that of employer, or to be
involved in activities in such a field in any manner whatsoever.
12.2. Employee will refrain from accepting other paid work or secondary
occupation in addition to his work under the present agreement, unless
he has obtained employer's prior written consent thereto.
13.0. RESTRAINT OF COMPETITION AFTER EXPIRY OF THE CONTRACT.
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13.1. Employee shall not during a period of one (1) year after expiry of this
employment agreement be engaged or involved in any manner, either
directly or indirectly, and for his own account or for account of third
parties, in any company which carries on activities in a field similar
to or otherwise competing with that of the employer, or act as
intermediary thereby in whatever form, either directly or indirectly.
This obligation applies to work or involvement of employee as
aforementioned in any geographically distinct area of the world where
employer provides service(s).
13.2. If employee should act contrary to his obligations on account of the
provision of paragraph 1 of this article, he will, without any notice of
default being required, have to pay employer liquidated damages for
every breach thereof, the amount of which will be three (3) times the
last gross monthly salary of employee, as well as liquidated damages
equal to one/sixth part of his last gross annual salary for each day the
breach continues after notice of the discovery thereof has been given by
employer, notwithstanding employer's right to claim full compensation
instead of liquidated damages.
13.3. Should the constraints of paragraph 13.1. prevent employee from securing
reasonable employment, then employer agrees to reach
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a reasonable compromise with employee and/or provide a reasonable
compensation during the period specified in paragraph 13.1.
14.0. GIFTS.
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14.1. Without employer's prior consent employee will be forbidden to accept or
to stipulate in any connection with the performance of his duties any
commission, favor or compensation in whatever form, or gifts, in any
manner, directly or indirectly, from customers, suppliers or other third
parties during the continuance of his employment.
14.2. The provision of paragraph 1 of this article does not apply in so far as
it concerns usual business gifts of small value, i.e., DM 100. or less.
15.0. RULES AND REGULATIONS.
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15.1. The provision of the (company) rules and regulations apply to this
agreement, a copy of which is attached to this agreement. Employer
reserves the right to delete, alter or amend said rules and regulations
at the employer's discretion.
15.2. Employee will be reimbursed for expenses employee incurs on behalf of
employer, provided such expenses are in accordance with employer's
guidelines for reimbursable expenses or otherwise explicitly approved
expenditures.
15.3. Should employer request, employee agrees to a physical examine every
three (3) years.
16.0. APPLICABLE LAW.
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16.1. This agreement will be governed by the laws of the state of Virginia, in
the United States of America.
Thus agreed and executed in duplicate and signed at Mannheim on
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April 14, 1992.
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PHARMACEUTICAL RESEARCH ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ASSOCIATES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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(Authorized Signature) (Employee's Signature)
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President/CEO
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Date: 20-03-1992 Date: 14-04-1992
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MISSION STATEMENT
PRA will be the provider of choice for premium-quality, timely services to the
world-wide pharmaceutical, biotechnological, and medical device communities. In
the performance of our work, we will conduct ourselves to the highest standards
of business ethics. Our goal is to set the standard by which quality is
measured.
THE TEN COMMANDMENTS OF PRA
1. Be ethical and act with integrity.
2. Deliver high-quality products on time.
3. Attract, hire and retain competent self-motivated people and provide the
environment that will allow them to achieve their full potential.
4. Expand client base and provide a full-line of services world-wide.
5. Be sensitive to employee needs while maintaining PRA objectives.
6. Prepare necessary human, technical, and physical resources in time to meet
demand.
7. Maintain a positive, family-like atmosphere.
8. Support aggressive growth through profits and outside capital (debt &
equity).
9. Work with clients, not just for them.
10. Establish open and effective communications throughout the company.
Pharmaceutical
Research
Associates, Inc.
EMPLOYMENT AGREEMENT
Amendment 1 - October 1, 1992
Pharmaceutical Research Associates, Inc. (Employer) agrees to appoint ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ (Employee) as a Managing Director (Geschaftsfuhrer) of Pharmaceutical
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Research Associates GmbH and Employee agrees to abide by the following
limitations on authority:
1. Employee will obtain written approval of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or his
assignee for managerial resolutions with respect to any one or more of the
following matters:
a. the acquiring, alienating, encumbering, leasing, letting and in any
other way obtaining and giving of registered property;
b. entering into agreements whereby the company is granted credit by a
bank;
c. lending and borrowing money, with the exception of acquiring money
under a credit already granted to the company by a bank;
d. long term direct or indirect co-operation with another company and the
termination of such co-operation;
e. direct or indirect participation in the capital of another company and
changing the size of such a participation;
f. investments;
g. the pledge of, and the fiduciary transfer of title of movable assets;
h. the entering into agreements by which the company binds itself as
guarantor or as severally-liable co-debtor, or otherwise guarantees or
agrees to bind itself as security for a debt of a third party;
i. appointing staff members as managing directors (Geschaftshuhrer) and
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determining their authority and title;
j. making legal settlements;
k. being a party to legal proceedings which shall include the conducting
of arbitration proceedings, with the exception of taking legal
measurers which cannot be delayed;
l. making and changing employment agreements, as a result of which
remuneration is granted, the amount of which per year exceeds the
maximum amount to be determined by Employer and to be provided in
writing;
m. establishing pension plans and granting pension rights in excess of
those arising from existing arrangements.
2. Employer may determine that a resolution as referred to in paragraph 1
shall not require its approval if the amount involved does not exceed a
value to be fixed by Employer and to be stated in writing.
3. Employer may from time-to-time add, modify, or delete resolutions referred
to in paragraph 1, said additions, modifications, or deletions to be stated
in writing.
4. Employee shall comply with instructions regarding the general lines of the
financial, social, economic, and employment policies to be given by
Employer.
Thus agreed and executed in duplicate at Charlottesville, Virginia on October
28, 1992.
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PHARMACEUTICAL RESEARCH ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ASSOCIATES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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(Authorized Signature) (Employee's Signature)
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: CEO
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Date: October 28, 1992
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AMENDMENT TO EMPLOYEE AGREEMENT
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PARTIES:
The undersigned:
Pharmaceutical Research Associates, Inc. (PRA) established at 1290 Seminole
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Trail, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇.▇.▇. herein called "employer"
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and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ living at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ hereafter
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called "employee"
declare to have agreed to the following amendment to employee's contract of
employment:
Paragraph 4.2 and 4.3 are hereby amended such that the summer allowance and
Christmas allowance or parts of it may be paid in any form or with any name
especially as "Zinszuschuss".
Thus agreed and executed in duplicate and signed at Mannheim on 17 November
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1992.
PHARMACEUTICAL RESEARCH ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ASSOCIATES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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(Authorized Signature) (Employee's Signature)
Date: 17-11-92
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: CEO
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Date: 17 November '92
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Amendment 3 to Employment Agreement
Parties:
The undersigned:
Pharmaceutical Research Associates, Inc. ("PRA") established at 2400 Old Ivy
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▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇ ▇.▇.▇. herein called "Employer"
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and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ living at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ hereafter
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called "Employee"
declare to have agreed to the following amendment to Employee's contract of
employment:
Paragraph 1.2 is hereby amended such that the name "▇▇▇▇▇ ▇▇▇▇▇▇" is substituted
for the name "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇".
Paragraph 1.4.6 is hereby modified such that the second sentence is deleted and
replaced with the following sentence: "Employee is expected to be active and
take a leading role in marketing the services of PRA worldwide."
Paragraph 1.4.8 is hereby deleted in its entirety and replaced with the
following:
"1.4.8 Adherence to the corporate philosophy and commitments as stated in PRA's
corporate mission, vision, and strategy plan as approved by its Board of
Directors from time to time."
Paragraph 1.4.9 is hereby deleted in its entirety and replaced with the
following:
"1.4.9 Capital spending on facilities, computers, office equipment, etc."
Paragraph 1.5 is hereby deleted.
Paragraph 1.7 is hereby added as follows:
"1.7 Employee shall use reasonable efforts to impart his skill and knowledge
to such individuals as are designated by Employer and to use his reasonable
efforts to record and document his knowledge relating to business of Employer
and its affiliates."
Paragraph 2.1 is hereby amended to read as follows:
"2.1 This contract of employment will be in effect until November 1, 1998 and
will automatically renew for one year periods thereafter unless either party
notifies the other in writing at least six (6) months prior to expiration of the
original term or any subsequent one year extensions."
Paragraph 2.2 is hereby deleted.
Paragraph 2.3 is hereby deleted.
Paragraph 3.1 is hereby deleted in its entirety and replaced with the following:
"3.1 After the initial period of employment through November 1, 1998, this
agreement can be terminated by either party upon six (6) months prior written
notice.
Paragraph 3.2 is hereby deleted in its entirety an replaced with the following:
"3.2 This employment agreement will terminate without notice upon any of the
following events: (i) the first day of the month following the month in which
the Employee reaches the age of 65 years, (ii) death of the Employee, or (iii)
Employee shall be prevented from performing his duties for a continuous period
of one hundred and eighty (180) days by reason of disability which renders
Employee physically or mentally incapable (excluding infrequent and temporary
absences due to illness) of performing substantially all of his duties under
this agreement provided, that if after a period of disability commences (but
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prior to termination of the Employee's employment), the Employee returns to work
for a period of at least twenty (20) consecutive work days, the period of
disability shall be deemed to terminate and not be counted towards any period of
subsequent disability. For purposes of this Agreement, Employer, upon the
advice of a qualified and impartial physician, shall determine whether Employee
has become physically or mentally incapable of performing all of his duties
under this agreement. Termination by Employer under this paragraph 3.2 or upon
expiration of this agreement without extension as described in paragraph 2.1
above will result in:
3.2.1 Severance payment to Employee of six (6) months salary, plus an
additional six (6)
months salary less the fair market value of any options described in paragraph
4.7.1 which have vested, less any amounts paid under disability insurance
described in paragraph 6.0, plus any salary accrued but not paid through the
termination date,
3.2.2 Termination of all of the unvested options described in paragraph 4.7.1,
and
3.2.3 Employer's option to purchase vested or exercised options described in
paragraph 4.7.1 from Employee or Employee's estate at fair market value within
90 days of termination.
Paragraph 3.3 is hereby added as follows:
"3.3 Employer may terminate Employee's employment at any time due to a
material breach of the terms of the agreement by Employee or for Good Cause, by
giving thirty (30) days notice. "Good Cause" shall include, without limitation,
(i) a material breach of this agreement by Employee (where Employee fails to
cure such breach within five (5) days after being notified in writing by
Employer of such breach), (ii) the Employee's failure to perform his assigned
duties without an excuse that is reasonably acceptable to Employer, (iii) the
Employee engages in an act (or causes an act) that has a material adverse impact
on the reputation, business, business relationships or financial condition of
Employer, (iv) the conviction of Employee of a felony or any crime involving
moral turpitude, fraud or misrepresentation, (v) misappropriation or
embezzlement by Employee of funds or assets of Employer and (vi) Employee's
willful refusal to perform specific directives of the Board of Directors of
Employer which are consistent with the scope, ethics and nature of Employee's
duties and responsibilities hereunder. Termination by Employer under any clauses
under this paragraph 3.3 will result in:
3.3.1 No severance payment to Employee beyond that which has accrued through
the termination date,
3.3.2 Termination of all unvested options described in paragraph 4.7.1, and
3.3.3 The termination of all vested options described in paragraph 4.7.1 which
are not exercised in cash within 90 days of termination and Employer's option to
purchase vested or exercised options from Employee at fair market value within
90 days of termination.
Paragraph 3.4 is hereby added as follows:
3.4 Employee may terminate this agreement upon thirty (30) days' written
notice to
Employer after a material breach hereof by Employer (where Employer fails to
cure such breach within five (5) days after being notified in writing by
Employee of such breach). Upon termination by Employee following a material
breach by Employer that is uncured by Employer, Employee shall have no further
duties or obligations under this employment agreement. Termination by Employee
under this section will result in:
3.4.1 a continuation of full salary through November 1, 1998 or for a period
of twelve (12) months, whichever is longer,
3.4.2 Immediate vesting of all of the Employee's unvested options described in
paragraph 4.7.1 below, and
3.4.3 Employer's option to purchase vested options and common stock awarded
under paragraph 4.7.1 of this agreement from Employee at fair market value
within ninety (90) days of termination.
Paragraph 4.1 is hereby deleted in its entirety and replaced with the following:
"4.1 The gross annual salary is currently DM 262.500 payable in twelve equal
monthly amounts no later than the last day of each calendar month. Employee
shall be eligible for annual salary and bonus increases based on performance
and/or cost-of-living factors which will be reviewed by the Compensation
Committee of the Board of Directors of Employer."
Paragraph 4.1.1 is hereby added as follows:
"4.1.1 Employee shall participate in the bonus plan currently existing for 1996
as outlined in Attachment A."
Paragraph 4.7 is hereby amended so as to delete the second sentence.
Paragraph 4.7.1 is hereby added as follows:
"4.7.1 Employee will participate in a new incentive based stock option plan to
be created by the Board of Directors of PRA International, Inc.
("International") as soon as practical upon closing of the Carlyle investment.
The option exercise price will be US$11.683 and the number of option shares will
be determined by the Compensation Committee of the Board of Directors of
Employer. One-quarter of the options will vest over a four year period with
one-quarter of these
vesting on each anniversary. One-half of the options will vest automatically
upon any extraordinary event in which Carlyle receives an internal rate of
return (IRR) greater than twenty-five percent (25%) to the extent that those
options do not take Carlyle under the 25% IRR, and one-quarter of the options
will vest automatically upon any extraordinary event in which Carlyle receives
an IRR greater than thirty-three percent (33%).
Paragraph 4.7.2 is hereby added as follows:
"4.7.2 The options referred to in paragraph 4.7 and 4.7.1 above and any shares
of common stock of International issued in connection with any exercise thereof
shall be subject to a Stockholder Agreement with International, Carlyle and
certain other stockholders as defined therin.
Paragraph 4.8 is hereby deleted.
Paragraph 10.0 is hereby amended to cause the heading to read, "Documents and
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Developments".
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Paragraph 10.2 is hereby added as follows:
"10.2 Employee will assign to Employer or an affiliate his entire right, title
and interest in all know-how, discoveries, improvements, customer lists, trade
secrets and ideas, writings and copyrightable material, which may be conceived
by Employee or developed or acquired by him during the term of his employment,
which may pertain directly to Employer's or its affiliates' business."
Paragraph 11.4 is hereby added as follows:
"11.4 Employee will not serve on the boards of directors of other material
business, civic or community corporations or entities during the term of his
employment (excluding those boards presently served on) without written consent
of Employer."
Paragraph 13.1 is hereby deleted in its entirety and replaced with the
following:
"13.1 Employee shall not during the period of this Agreement and for a period
of two (2) years after the expiration of this employment agreement:
13.1.1 Be engaged or involved in any manner, either directly or indirectly, and
for his own account or for account of third parties, in any company which
carries on activities in a field similar to or otherwise competing with that of
Employer during the period of this Agreement and at the time his employment
terminates, or act as an intermediary thereby in whatever form, either directly
or indirectly.
13.1.2 Disparage the company, any of its subsidiaries or affiliates.
13.1.3 Engage in unfair competition with the Employer.
13.1.4 Other than on behalf of Employer, directly solicit the trade of, or
trade with, any person who is a client, customer, or supplier of Employer or
offer any services that compete with or are substantially similar to those
offered by PRA at the time the act in question occurs (if such act occurs during
the term of this Agreement) or at the time the Employee's employment is
terminated hereunder without written consent of the Board of Directors of PRA.
13.1.5 Solicit or hire for employment any person who was employed by PRA within
one (1) year prior to the time of the act of solicitation."
Paragraph 17 is hereby added as follows:
"17.0 Arbitration
-----------
All disputes between Employer and Employee hereunder, or otherwise arising out
of the employment or termination of employment of Employee, shall be settled by
arbitration before a three-member panel pursuant to the rules of the American
Arbitration Association."
Amendment 1 - October 1, 1992, Section 1, is hereby amended to read, "Employee
will obtain written approval of the Board of Directors of Employer or its
assignee for managerial resolutions with respect to any one or more of the
following matters:".
The Employment Agreement, except as modified hereby, is ratified and confirmed
in all respects.
Thus agreed and executed in duplicate and signed at Washington, D.C. on
October 11, 1996.
Pharmaceutical Research ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Associates, Inc.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------- ----------------------------
(Authorized Signature) (Employee's Signature)
Name ▇▇▇▇▇ ▇▇▇▇▇▇ Date Oct. 11, 1996
------------------------ ---------------------
Title
------------------------
Date
------------------------
MEMO
To: ▇▇▇▇▇▇ ▇▇▇▇▇▇
From: ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Subject: 1997 Salary for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Date: February 14, 1997
CC: ▇▇▇ ▇▇▇▇▇▇▇▇, Joachim ▇▇▇▇▇▇▇
▇▇▇▇▇▇,
I have completed a review of the compensation changes made to Joachim's base
salary since the beginning of his employment with PRA and determined that the
correct amount for 1997 is as follows:
Monthly compensation DM 21.000
x 12 months 252.000
Two additional months 42.000
Total annual salary DM 294.000
This corrects my previous memo to you stating that the 14 month amount was set
at DM 262.500.
Please implement effective January 1, 1997.
Thanks.
AMENDMENT 5 TO EMPLOYMENT AGREEMENT
PARTIES:
Pharmaceutical Research Associates, Inc. established at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
--------------------------------------- ---------------------
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A., herein called "Employer"
----------------------------------------
and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ living at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇-▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ hereafter
--------------- ------------------------------------------
called "Employee"
declare to have agreed to the following amendment to the Employment Agreement
dated April 14, 1992, as amended, between Employer and Employee (as so amended
and in effect on the date hereof, the "Employment Agreement").
SECTION 3.2.3 of the Employment Agreement is hereby amended in its entirety to
read as follows:
"3.2.3 Employee's option to require Employer to purchase vested or
exercised options described in paragraph 4.7.1 from Employee at fair market
value within 90 days of termination in accordance with the terms of Section
3 (c)(ii) of the Option Agreement dated as of October 26, 1996, as amended,
between PRA International, Inc. and Employee."
Except as amended hereby, the Employment Agreement is ratified and confirmed in
all respects.
Thus agreed and executed in duplicate and signed at Vienna, VA on March 14,
---------- --
1997.
PHARMACEUTICAL RESEARCH ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ASSOCIATES, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------- ----------------------
(Authorized Signature) (Employee's Signature)
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Date: March 14, 1997
----------------- ---------------
Title: President and CEO
-----------------
Date: March 14, 1997
-----------------
AMENDMENT NO. 6 TO
EMPLOYMENT AND NON-COMPETITION AGREEMENT
This AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT (the "Amendment") is made as
of the 14th day of November 1997 by and between Pharmaceutical Research
Associates, Inc., a Virginia corporation (hereinafter called "Employer"), and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (hereinafter called "Employee").
WHEREAS, Employer and Employee are parties to that certain Employment
Agreement dated April 14, 1992, as amended, (as amended, the "Employment
Agreement"; capitalized terms used and not otherwise defined in this Amendment
shall have the respective meanings assigned to them in the Employment
Agreement); and
WHEREAS, the parties hereto have agreed to amend the Employment Agreement
on the terms and conditions contained herein so that the terms of such
Employment Agreement conform to the terms and conditions of that certain Amended
and Restated Option Agreement (the "Option Agreement") by and between Employee
and Employer's parent, PRA International, Inc., a Delaware corporation
("International"), which Option Agreement is being executed concurrently
herewith.
NOW THEREFORE, in consideration of the premises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Amendments to Employment Agreement. From and after the Effective Date
----------------------------------
(as defined in Section 2 hereof), the Employment Agreement is hereby amended by
deleting Sections 3.2.3 and 3.4.3 in their entirety.
2. Effectiveness of Amendment. This Amendment shall become effective as
--------------------------
of the consummation on or before January 31, 1998 of an initial public offering
of common stock of International approved by the Public Offering Committee of
the International Board (the "Effective Date") upon the execution and delivery
of this Amendment by each of the parties hereto. In the event such an initial
public offering is not consummated on or before January 31, 1998, this Amendment
shall be null and void. At all times on and after the Effective Date, each
reference in the Employment Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, shall mean and be a reference to the
Employment Agreement as amended by this Amendment. Except as, and
to the extent, specifically amended by this Amendment, the Employment Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
3. Execution in Counterparts. This Amendment may be executed in any
-------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.
4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
-------------
ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF VIRGINIA (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
5. Headings. Section headings in this Amendment are included herein for
--------
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment No. 6
to Employment Agreement as a sealed instrument as of the date first set forth
above.
PHARMACEUTICAL RESEARCH
ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
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