EXHIBIT No. 10.34
INTERIM EMPLOYMENT AGREEMENT
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AGREEMENT made effective as of March 1, 1995 between Pharmaco LSR
International Inc., a Texas corporation f/k/a Pharmaco Dynamics Research, Inc.
(hereinafter, "Employer" or the "Company") and Charles L. Defesche, M.D., FCP
(hereinafter, "Employee").
RECITALS
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A. Employer is engaged in the business of pharmaceutical research;
B. Employer and Employee previously entered into an Amended Employment
Agreement dated as of February 29, 1992 (the "Employment Agreement"); and
C. Employer and Employee desire to modify the terms of the Employment
Agreement as provided herein.
THEREFORE, in consideration of $250.00, the receipt and adequacy of which
are acknowledged by Employee, and in consideration of the mutual covenants set
forth herein, the parties agree as follows:
1. During the period from March 1, 1995 through June 30, 1995 (the
"Interim Period"), Employee will remain in the employ of the Company subject to
the terms of this Agreement. All obligations set forth in the Employment
Agreement, save and except those which are expressly incorporated into this
Agreement by reference, are hereby suspended -- and inapplicable -- during the
Interim Period.
2. During the Interim Period, Employee will be paid a base salary
equivalent to $240,000 per annum in accordance with the Company's standard
payroll schedule.
3. Effective as of February 23, 1995, Employee confirms his resignation
from his position as President and Chief Executive Officer of the Company.
4. Effective immediately, Employee resigns from his position as a member
of the Board of Directors of Applied Bioscience International Inc. ("APBI"), and
at the request of the Company at any time from any directorships that he may
hold in the Company and all other subsidiaries of APBI or the Company.
5. Employee shall, during the Interim Period, hold the position of
Chairman of Pharmaco LSR International Inc., and shall report to and take
direction from, and perform the duties assigned to him by, the President and
Chief Executive Officer of the Company. It is understood that the title of
Chairman of the
Company shall not entitle Employee to exercise executive authority over other
employees of the Company, except to the extent expressly delegated by the
President or Chief Executive Officer of the Company.
6. Employee's employment during the Interim Period shall be subject to
termination immediately upon the death of Employee, or effective immediately
upon written notice to Employee for Disability (as that term is defined in
Article VII, paragraph D of the Employment Agreement). Employee's employment
may be terminated effective immediately upon written notice for "Cause" (as that
term is defined in Article VII, paragraph E of the Employment Agreement),
provided that the Company shall give written notice to Employee specifying the
facts which are the basis for such termination within three (3) days after the
Company acquires knowledge of the circumstances establishing Cause for
termination, and in the event of termination for Cause or in the event of
Employee's resignation from employment, Employee shall not be entitled to any
severance pay.
7. (a) The Company may elect not to retain Employee in its employ after
the Interim Period by giving written notice of termination to Employee at any
time prior to July 1, 1995 (a "Company Termination Notice"). In such event
Employee shall be entitled to continue to receive, as severance pay, his base
salary for a period of twelve months, commencing July 1, 1995; provided that if
the Employee accepts a position with, or begins providing consulting services
to, a Designated Competitor (as hereinafter defined) during the last six months
of such period (i.e., January 1, 1996 - June 30, 1996), then subsequent to the
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date such employment or engagement begins the Company shall be released and
otherwise discharged from making any further severance or other payments to the
Employee during the remaining balance of such period. Employee may elect not to
continue in the employ of the Company after the Interim Period by giving written
notice of termination to the Company at any time prior to July 1, 1995 (an
"Employee Termination Notice") (collectively, the Company Termination Notice and
Employee Termination Notice are referred to as a "Termination Notice"). In such
event Employee shall be entitled to continue to receive, as severance, his base
salary for a period of six months, commencing July 1, 1995. The foregoing
amounts shall be in lieu of any severance pay that the Employee would otherwise
be entitled to receive pursuant to Article VII of the Employment Agreement. In
the event Employee completes his employment during the Interim Period, and no
Termination Notice has been given by either the Company or the Employee,
Employee's Employment Agreement will be reinstated, with the sole modifications
therein being that (i) Employee shall continue to occupy the position assigned
to him in this Agreement, and shall continue to report and take direction as
provided in paragraph 5 above during the remaining term of the Employment
Agreement, (ii) the remaining term of such Employment Agreement will expire on
the last day of June, 1996 and (iii) in
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connection with the transfer of the Company car to the Employee as contemplated
by Section 11 hereof, the Employee shall no longer be entitled to any automobile
allowance or other wise eligible for reimbursement for automobile expenses.
(b) "Designated Competitor" as used herein shall mean any of the
companies identified on Exhibit A hereto, including any of their subsidiaries or
affiliates.
8. During the Interim Period, all insurance and other benefits to which
Employee is entitled under Employee's Employment Agreement shall be continued in
effect. Such benefits shall include participation in the executive bonus plan
as such plan presently exists within the Company and at the level that Employee
formerly was entitled to in his capacity as President and Chief Executive
Officer of the Company. At the conclusion of the Interim Period, if Employee's
Employment Agreement is not reinstated as provided herein, and Employee has not
then been discharged for Cause, the Company shall continue to provide for
Employee (and his dependents to the extent presently covered) the same level of
coverage benefits now applicable under the Company's health, dental, short and
long term disability and life insurance policies until the sooner to occur of
(a) June 30, 1996 or (b) such date as Employee may accept other employment.
9. Except as expressly modified herein, the parties hereby incorporate by
reference and continue in effect during the Interim Period, the provisions of
the Employment Agreement set forth in Article I, paragraphs B and C; Article II,
paragraphs A (as same is modified herein) through G; Articles III through V;
Article VI, paragraphs A, B, C, D, G, I, J, K; Article VII, paragraphs D and E;
and Articles VIII through X. Articles VI, VIII, IX, and X of the Employment
Agreement shall survive the termination of Employee's employment with the
Company, to the extent contemplated by such provisions. A copy of the
Employment Agreement may be attached hereto for reference.
10. During the Interim Period, Employee will be provided with a suitable
office (but not the office suite occupied by Employee during the past three
years), secretarial assistance as needed for Company purposes, and the use, at
the Company's expense and in furtherance of the Company's business, of cellular
phones, home office fax and portable computer.
11. Employee shall be entitled during the Interim Period to continue use
of the Company car that has presently been assigned to him. At the expiration
of the Interim Period, such car will be transferred to Employee without further
charge, provided that Employee shall pay all applicable taxes that are due as a
result of such transfer.
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12. During any period that Employee is receiving any salary or severance
payments pursuant to paragraph 7 above, Employee shall not (i) (in any capacity)
engage in any activity directly or on behalf of any person or entity in
competition with the Company or its affiliates, nor lend assistance directly or
indirectly to any person or entity, nor engage in any activity that is adverse
to the interests of the Company or its affiliates in the United States, Europe
(including, without limitation, the United Kingdom and Scandinavia), Japan and
Canada, (ii) contact or solicit for any competitive purpose, either directly or
indirectly, any sponsor for whom the Company sponsor, or any co-investigator who
has performed services for the Company within a twelve-month period immediately
prior to the termination of the Employee's employment, nor (iii) solicit, or
seek to cause any potential competitor of the Company to solicit, the employment
or engagement of any present employee of the Company, or any former employee of
the Company. A "co-investigator" or "sponsor" shall have the meanings set forth
in the Employment Agreement. The foregoing is in lieu of the provisions of the
Employment Agreement set forth in Article VI, paragraphs E, F, and L which do
not apply in the context of the Employee's employment termination under
paragraph 7 hereof.
13. The Company will reimburse Employee for documented legal fees and
related expenses incurred in connection with the negotiation, preparation and
execution of this Agreement in an amount not to exceed $5,000.
14. In the event of any inconsistency between the Employment Agreement (as
adopted herein) and this Agreement, the terms of this Agreement shall prevail.
EXECUTED in multiple original counterparts as of the first date written
above.
PHARMACO LSR INTERNATIONAL INC.
By: /s/
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Its Duly Authorized
Representative
/s/ Charles L. Defesche
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Charles L. Defesche, M.D., FCP
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EXHIBIT A
Designated Competitors
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Corning Pharmaceutical Services and any of its subsidiaries
Quintiles Transnational Corp.
ClinTrials Research Inc.
Parexel International Inc.
BRI, Inc.
IBAH, Inc.
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