Exhibit 10.23
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| Strictly Confidential | | Execution Version |
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”),dated as of May 11, 2017, is entered into by and among Jaguar Holding Company I, a Delaware corporation (the “Assignor”), Eagle Holding Company I, a Delaware corporation (the “Assignee”), Pharmaceutical Product Development, LLC, a Delaware limited liability company (“PPD”) and William Sharbaugh (the “Executive”). Capitalized or other terms used and not defined herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger, dated as of April 26, 2017 (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among the Assignee, Eagle Holding Company II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Assignee (“Holdings”), Eagle Reorganization Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings, Eagle Buyer, Inc., a Delaware corporation and the Assignor.
In consideration of the mutual covenants and conditions as hereinafter set forth, each of the parties hereto hereby agree as follows:
1. Assignment of Employment Agreement.
a) Assignment. The Assignor hereby irrevocably and absolutely transfers and assigns to the Assignee, and the Assignee hereby accepts and assumes from the Assignor, the Assignor’s rights and obligations under that certain Employment Agreement, dated as of April 10, 2012, as amended, by and among PPD, the Assignor and the Executive (the “Employment Agreement”), with effect from the Effective Time (the “Assignment”). The Assignee agrees with the Assignor to perform and satisfy when due all obligations of the Employment Agreement, and further agrees to be bound by the terms and provisions of the Employment Agreement applicable to the Assignor thereunder.
b) Consent of Executive. By executing this Agreement the Executive hereby provides written consent to the Assignment.
c) Parent. Each of the parties hereto agrees that, with effect from the Assignment, references to “Parent” in the Employment Agreement shall be deemed to be references to the Assignee.
2. Governing Law.This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of North Carolina, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
3. Jurisdiction. Each of the parties hereto (i) consent to submit itself to the personal jurisdiction and venue of any Federal court located in the State of North Carolina or any North Carolina state court with respect to any suit relating to or arising out of this Agreement or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees that it will not bring any such suit in any court other than a Federal or State court sitting in the State of North Carolina, (iv) irrevocably agrees that any such suit (whether at law, in equity, in contract, in tort or otherwise) shall be heard and determined exclusively in such Federal or State court sitting in the State of North Carolina and (v) agrees to service of process in any such Action in any manner prescribed by the laws of the State of North Carolina. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to thisSection 3.
