Exhibit 10.5 29 June 2022 |
____________________29 June 2022
|
SYNEOS HEALTH UK LIMITED (as Syneos)
and
SYNEOS HEALTH, INC. (as Syneos Health, Inc.)
and
ALISTAIR MACDONALD (as Executive)
(as Executive) |
1
EU-DOCS\38838200.1
DEED OF AMENDMENT related to the CONSULTING AGREEMENT AND SETTLEMENT AGREEMENT |
|
2
EU-DOCS\38838200.1
THIS DEED OF AMENDMENT (this “Deed”) is entered into on 29 June 2022
BETWEEN:
each a “Party” and together the “Parties”.
Background
THE PARTIES AGREE as follows:
In this Deed:
“CMDC” means the Compensation and Management Development Committee of the board of directors of Syneos Health, Inc.;
“Consulting Agreement” means the Consulting Agreement executed between Syneos Health, Inc. and the Executive on 29 April 2022;
“Effective Date” means the date of this Deed; and
“Settlement Agreement” means the Settlement Agreement executed between Syneos and the Executive on 29 April 2022.
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EU-DOCS\38838200.1
“Forfeited PRSU Awards” means the unvested Syneos Health, Inc. Global Performance Restricted Stock Unit awards (or portions thereof) granted to you pursuant to the Syneos Equity Plan:
(i) on January 15, 2021 in respect of 48,170 Performance Restricted Stock Units; and
(ii) on January 18, 2022 in respect of 30,498 Performance Restricted Stock Units.”
For the avoidance of doubt, the number of Retained Awards shall reflect this amended definition of Forfeited PRSU Awards.
Grant | Vesting/Distribution | Units |
20CEOPSU_R | MAR/15/2023 | 36,577.50 |
20CEOPSU_E | MAR/15/2023 | 12,192 |
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EU-DOCS\38838200.1
The actual number of PRSUs that vest pursuant to each award will be certified by the CMDC consistent with all other outstanding PRSUs held by participants in the Plan for the relevant performance period.
Each of the Parties shall, at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Deed.
This Deed and any non-contractual obligations arising out of or in connection with this Deed shall be governed by and construed in accordance with the laws of England.
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EU-DOCS\38838200.1
The Parties agree that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed and accordingly submits to the exclusive jurisdiction of the courts of England. The Parties hereby waive any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum.
The Parties have executed this Deed as a deed and intend to deliver, and do deliver, this Deed on the date stated at the beginning of this Deed.
IN WITNESS of which this Deed has been executed as a deed on the date first written above.
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EU-DOCS\38838200.1
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
Executed as a deed by SYNEOS HEALTH UK LIMITED acting by Jonathan Olefson, in the presence of:
/s/ Abigail Jeck Signature of witness
Abigail Jeck Name of witness
[REDACTED] ....................................... ....................................... Address of witness
Attorney Occupation of witness
| /s/ Jonathan Olefson
|
EU-DOCS\38838200.2
Executed as a deed by SYNEOS HEALTH, INC. acting by Jonathan Olefson, in the presence of:
/s/ Abigail Jeck Signature of witness
Abigail Jeck Name of witness
[REDACTED] ....................................... ....................................... Address of witness
Attorney Occupation of witness
| /s/ Jonathan Olefson
|
Signed as a deed by ALISTAIR MACDONALD in the presence of:
....................................... Signature of witness
....................................... Name of witness
....................................... ....................................... ....................................... Address of witness
....................................... Occupation of witness
| /s/ Alistair Macdonald
|
EU-DOCS\38838200.2