Exhibit 10.8
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of August 23, 2000, between Ventiv
Health, Inc., a Delaware corporation with its principal place of business at
1114 Avenue of the Americas, New York, New York 10036 (the "Company"), and
Douglas E. Langeland residing at 48 Fairmount Avenue, Chathamn, New Jersey 07928
(the "Executive1").
WITNESSETH:
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WHEREAS, the Company desires to employ the Executive as its
President of Integrated Solutions and the Executive desires to accept such
employment, all on the terms and conditions specified herein; and
WHEREAS, the Executive and the Company desire to set forth in
writing all of their respective duties, rights and obligations with respect to
the Executive's employment by the Company; and
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and obligations hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:
Employment. The Company hereby employs the Executive, and the Executive
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hereby accepts employment by the Company, in the capacity and upon the terms and
conditions hereinafter set forth.
Duties. The Executive shall serve as the Company's President of Integrated
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Solutions, and shall perform such duties, functions and responsibilities as are
associated with and incident to that position and as the Company may, from time
to time, require of him. The Executive shall serve the Company faithfully,
conscientiously and to the best of the Executive's ability and shall promote the
interests and reputation of the Company. Unless prevented by sickness or
disability, the Executive shall devote all of the Executive's time, attention,
knowledge, energy and skills, during normal working hours, and at such other
times as the Executive's duties may require, to the duties of the Executive's
employment. The principal place of employment of the Executive shall be at the
Corporate office of Ventiv Health, Inc. located at 1114 Avenue of the Americas
New York City, New York 10036 and/or such other location as shall be necessary
for the Executive to discharge the Executive's duties hereunder. The Executive
acknowledges that in the course of employment the Executive may be required,
from time to time, to travel on behalf of the Company.
Compensation and Benefits. As full and complete compensation for the
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Executive's execution and delivery of this Agreement and performance of any
services hereunder, the
Company shall pay, grant or provide the Executive, and the Executive agrees to
accept, the following compensation and benefits:
a. Base Salary. The Company shall pay the Executive a base
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salary at an annual rate of $ 175,000.00 payable at such times and in accordance
with the Company's customary payroll practices as they may be adopted or
modified from time to time. On an annual basis or at such other times as the
Company may determine, the Company may review the Executive's performance and
determine whether, in its sole discretion, the Company will increase (but not
decrease) the Executive's base salary.
b. Fringe Benefits. The Company shall afford the Executive the
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opportunity to participate in any health care, dental, disability insurance,
retirement, savings and any other employee benefits plans, policies or
arrangements which the Company maintains for its employees in accordance with
the written terms of such plans, policies or arrangements. Nothing in this
Agreement shall require the Company or its affiliates to establish, maintain or
continue any benefit plans, policies or arrangements or restrict the right of
the Company or any of its affiliates to amend, modify or terminate any such
benefit plan, policy or arrangement.
c. Stock Option Arrangements. Subject to the approval of the
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Compensation Committee of the Company's Board of Directors as soon as
practicable after execution of this Agreement, the Company shall grant to the
Executive an option to purchase an aggregate of 22,000 shares of common stock,
$0.00l par value, of the Company at an exercise price of $____ per share. Such
grant shall be pursuant to the terms and conditions of the Ventiv Health, Inc.
Stock Incentive Plan and the Executive's execution of a standard Ventiv
Nonqualified Stock Option Agreement in the form provided to the Executive by the
Company.
d. Bonus. The Executive shall be eligible for a bonus in each
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calendar year, based on the Executive's success in reaching or exceeding
performance objectives as determined by the Chief Executive Officer or his
designee, the amount of such bonus, if any, to be determined in the discretion
of the Company. Notwithstanding the foregoing, if the Executive remains employed
by the Company through December 31,2000, the Executive shall be entitled to a
full calendar year target bonus of 35% of base salary for Executive's
performance period beginning August 23, 2000 and ending December 31, 2000. For
any bonus awarded after March 30, 2001, the target bonus will be 35% of the
Executive's then current base salary, with the amount of such bonus, if any,
remaining subject to the discretion of the Company.
e. Expenses. The Executive shall be entitled to reimbursement
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or payment of reasonable business expenses in accordance with the Company's
policies, as the same may be amended from time to time in the Company's sole
discretion, following the Executive's submission of appropriate receipts, bills
and/or expense reports to the Company in accordance with such policies.
f. Vacations, Holidays or Temporary Leave: The Executive shall
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be entitled to take three weeks of vacation per year, without loss or diminution
of compensation. Such vacation shall be taken at such time or times consistent
with the needs of the Company's business. The Executive shall further be
entitled to the number of paid holidays, and leaves for illness or temporary
disability in accordance with the Company's policies as such policies may be
amended from time to time or terminated in the Company's sole discretion.
g. Car Allowance: During the period of the Executive's employment by
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the Company, the Company shall pay to the Executive as a car allowance the gross
amount of $ 450 per month to cover vehicle lease/purchase, insurance and
maintenance expenses. The amount of this car allowance amount shall be reviewed
within 12 months of the effective date of this Agreement. The Executive shall be
eligible for business mileage reimbursement at a rate of $ .32 per mile. The car
allowance benefit shall be paid to the Executive in accordance with the
Company's customary payroll practices.
Non-Competition, Confidentiality, Discoveries and Works:
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b. Non-Competition: During the period of The Executive's
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employment at the Company and for twelve (12) months following the termination,
for any reason, of The Executive's employment, the Executive agrees not to
compete in any manner, either directly or indirectly, whether for compensation
or otherwise, with the Company, or to assist any other person or entity to
compete with the Company either:
(i) by producing, developing or marketing, or assisting
others to produce, develop or market, or
(ii) by accepting employment from or having any other
relationship (including, without limitation, through
owning, managing, operating, controlling or consulting)
with any entity which produces, develops or markets, a
product, process, or service which is competitive with
those products, processes, or services of the Company,
whether existing or planned for in the future, on which
the Executive has worked, or concerning which the
Executive has in any manner acquired knowledge of or had
access to Confidential Information (as defined in
Section 4(e)(iii) below), during the five (5) years
preceding termination of the Executive's employment,
provided, however, that it shall not be a violation of
this Agreement for The Executive to have beneficial
ownership of less than 1% of the outstanding amount of
any class of securities listed on a national securities
exchange or quoted on an inter-dealer quotation system.
i. Non-Solicitation: During the period of the Executive's
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employment at the Company and for twelve (12) months following the termination,
for any reason, of the Executive's employment, the Executive agrees that the
Executive will not, either on The Executive's own behalf or on behalf of any
other person or entity (other than for the benefit of the Company), directly or
indirectly, (i) solicit any person or entity that is a customer of the Company,
or has been a customer of the Company during the prior twelve (12) months, to
purchase any products or services the Company provides to the customer, or (ii)
interfere with any of the Company's business relationships.
j. No-Hire: During the period of the Executive's employment at
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the Company and for twelve (12) months following the termination, for any
reason, of the Executive's employment, the Executive agrees that the Executive
will not, either on the Executive's own behalf or on behalf of any other person
or entity, directly or indirectly, hire, solicit or encourage to leave the
employ of or engagement by the Company any person who is
then an employee or contractor of the Company or who was an employee or
contractor of the Company within six (6) months of the date of such hiring,
soliciting, or encouragement to leave the Company.
k. Geographic Scope: The foregoing restrictions shall apply in
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the "Restricted Area" which means
(i) The United States and the following countries of
Europe: United Kingdom, France and Germany;
(ii) the geographic sales region(s) assigned to the
Executive by the Company and/or serviced by the Executive during the twelve (12)
month period prior to termination of the Executive's employment and the fifty
(50) mile radius around any office of the Company out of which the Executive
worked, provided services to or provided supervision over, and
(iii) any location, storefront, address or place of
business where a Covered Customer is present and available for solicitation.
The Executive will not circumvent the purpose of any restriction contained in
Sections 4(a), 4(b) or 4(c) by engaging in business outside the geographic
region covered by the above definition through remote means like telephone,
correspondence or computerized communication. "Covered Customer" means those
customers, entities and/or persons who did business with the Company and that
the Executive either (x) received Confidential Information about in the course
of his/her duties, (y) had contact with within the last twenty--four (24) month
period of employment by the Company, or (z) supervised contact with within the
last twenty-four (24) month period of employment with the Company.
l. Confidentiality:
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(i) During the period of the Executive's employment at
the Company and for all time following the termination, for any reason, of the
Executive's employment, the Executive shall hold all Confidential Information in
a fiduciary capacity and agrees not to take any action which would constitute or
facilitate the Unauthorized use or disclosure of Confidential Information. The
Executive further agrees to take all reasonable measures to prevent the
Unauthorized use and disclosure of Confidential Information and to prevent
Unauthorized persons or entities from obtaining or using Confidential
Information. The terms "Confidential Information" and "Unauthorized" shall have
the meanings set forth in Sections 4(e)(iii) and (iv) of this Agreement
respectively.
(ii) Promptly upon termination, for any reason, of the
Executive's employment with the Company, the Executive agrees to deliver to the
Company all property and materials within the Executive's possession or control
which belong to the Company or which contain Confidential Information.
(iii) As used in this Agreement, the term "Confidential
Information" shall mean trade secrets, confidential or proprietary information,
and all other information, documents or materials, owned, developed or possessed
by the Company, its parents, subsidiaries or affiliates, their respective
predecessors and successors, whether in tangible or intangible form, that is not
generally known to the public. Confidential Information
includes, but is not limited to, (a) financial information, (b) products, (c)
product and service costs, prices, profits and sales, (d) new business ideas,
(e) business strategies, (f) product and service plans, (g) marketing plans and
studies, (h) forecasts, (i) budgets, (j) projections, (k) computer programs, (1)
data bases and the documentation (and information contained therein), (in)
computer access codes and similar information, (n) software ideas, (o) know-how,
technologies, concepts and designs, (p) research projects and all information
connected with research and development efforts, (q) records, (r) business
relationships, methods and recommendations, (s) existing or prospective client,
customer, vendor and supplier information (including, but not limited to,
identities, needs, transaction histories, volumes, characteristics, agreements,
prices, identities of individual contacts, and spending, preferences or habits),
(t) training manuals and similar materials used by the Company in conducting its
business operations, (u) skills, responsibilities, compensation and personnel
files of Company employees, directors and independent contractors, (v)
competitive analyses, (w) contracts with other parties, and (x) other
confidential or proprietary information that has not been made available to the
general public by the Company's senior management.
(iv) As used in this Agreement, the term "Unauthorized"
shall mean: (a) in contravention of the Company's policies or procedures; (b)
otherwise inconsistent with the Company's measures to protect its interests in
the Confidential Information; (c) in contravention of any lawful instruction or
directive, either written or oral, of a Company employee empowered to issue such
instruction or directive; (d) in contravention of any duty existing under law or
contract; or (e) to the detriment of the Company.
(v) In the event that the Executive is requested by any
governmental or judicial authority to disclose any Confidential Information, the
Executive shall give the Company prompt notice of such request (including, by
giving the Company a copy of such request if it is in writing), such that the
Company may seek a protective order or other appropriate relief, and in any such
proceeding the Executive shall disclose only so much of the Confidential
information as is required to be disclosed.
m. Discoveries and Works: All discoveries and works made or
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conceived by the Executive during and in the course of his employment by the
Company, jointly or with others, that relate to the Company's activities shall
be owned by the Company. The terms "discoveries and works" include, by way of
example, inventions, computer programs (including documentation of such
programs), technical improvements, processes, drawings, and works of authorship,
including all educational and sales materials or other publications which relate
to Company's current business. The Executive shall promptly notify and make full
disclosure to, and execute and deliver any documents requested by, the Company
to evidence or better assure title to such discoveries and works by the Company,
assist the Company in obtaining or maintaining for itself at its own expense
United States and foreign patents, copyrights, trade secret protection and other
protection of any and all such discoveries and works, and promptly execute,
whether during his employment or thereafter, all applications or other
endorsements necessary or appropriate to maintain patents and other rights for
the Company and to protect its title thereto. Any discoveries and works which,
within six (6) months after the termination of the Executive's employment
hereunder, are made, disclosed, reduce to a tangible or written form or
description, or are reduced to practice by the Executive and which pertain to
work performed by the Executive while with, and in his capacity as an Executive
of, the Company shall, as between the Executive and the Company presumed to have
been made during the Executive's employment by the Company.
n. Representations, Warranties and Acknowledgements
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(i) The Executive acknowledges that (a) the Company
considers Confidential Information to be commercially and competitively valuable
to the Company and critical to its success; (b) Unauthorized use or disclosure
of Confidential Information would cause irreparable harm to the Company; and (c)
by this Agreement, the Company is taking reasonable steps to protect its
legitimate interests in its Confidential Information.
(ii) The Executive also acknowledges that businesses
that are competitive with the Company include, but are not limited to, any
business involving marketing, consulting to or contract sales, detailing and
marketing support or any other marketing services for pharmaceutical or any
other related health care or biotechnology companies, including competitive
health businesses. The Executive further acknowledges that given the nature
of the Company's business, certain accounts of the Company are national and
international in scope and are not dependent on the geographic location of the
executive personnel or the business by which they are employed.
(iii) The Executive represents and warrants to the
Company that he/she is not a parry to any agreement, or non-competition or other
covenant or restriction contained in any agreement, commitment, arrangement or
understanding (whether oral or written), that in any way conflicts with or
limits the Executive's ability to commence or continue to render services to the
Company or that would otherwise limit the Executive's ability to perform all
responsibilities in accordance with the terms and subject to the conditions of
the Executive's employment.
(iv) The Executive acknowledges that certain accounts
are national and international in scope and the location of the Company's
customers is not dependent on the geographic location of the Executive or the
Company.
(v) The Executive consents and agrees that, during the
Executive's employment with Company and thereafter, the Company may review,
audit, intercept, access and disclose all communications created, received or
sent over the electronic mail and internet access system provided by Company
with or without notice to the Executive and that such review, audit,
interception, access, or disclosure may occur during or after working hours. The
Executive further consents and agrees that the Company may, at any time, access
and review the contents of all computers, computer disks, other data storage
equipment and devices, flies, desks, drawers, closets, cabinets and work
stations which are either on Company's premises or which are owned or provided
by Company.
o. Remedies: In the event of breach or threatened breach by
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the Executive of any provision of Section 4 hereof, the Company shall be
entitled to obtain (i) temporary, preliminary and permanent injunctive relief,
in each case without the posting of any bond or other security, (ii) damages and
an equitable accounting of all earnings, profits and other benefits arising from
such breach, or threatened breach, (iii) recovery of all attorney's fees and
costs incurred by the Company in obtaining such relief, (iv) repayment of any
severance benefits paid to the Executive pursuant to this Agreement or any
severance benefit agreement, plan or arrangement of the Company, and (v) any
other legal and equitable relief to which it may be entitled, including any and
all monetary damages which Company may incur as a result of said breach or
threatened breach. Pending arbitration pursuant to Section 7 of the Agreement,
the Company shall be entitled to cease making any payments or providing any
benefits to the Executive and to obtain temporary and preliminary injunctive
relief as described in Section 4(h)(i) from a court of competent jurisdiction.
The Company may pursue any remedy available, including declaratory relief,
concurrently or consecutively, in any order, and the pursuit of one such remedy
at any time will not be deemed an election of remedies or waiver of the right to
pursue any other remedy.
p. Early Resolution Conference: This Agreement is understood
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to be clear and enforceable as written and is executed by both parties on that
basis. However, should the Executive later challenge any provision as unclear,
unenforceable, or inapplicable to activity that the Executive intends to engage
in, the Executive will first notify Company in writing and meet with a Company
representative and a neutral mediator (if the Company elects to retain one at
its expense) to discuss resolution of any disputes between the parties. The
Executive will provide this notification at least fourteen (14) days before the
Executive engages in any activity on behalf of a competing business or engages
in other activity that could foreseeably fall within a questioned restriction.
The failure to comply with this requirement shall waive the Executive's right to
challenge the reasonable scope, clarity, applicability, or enforceability of the
Agreement and its restrictions at a later time. All tights of both parties will
be preserved if the Early Resolution Conference requirement is complied with
even if no agreement is reached in the conference.
Termination of Employment:
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q. Although the Executive and the Company are entering into
this Agreement with the hope and expectation that the employment will be a
multi-year engagement, either the Executive or the Company may terminate the
employment relationship at any time for any reason with or without Cause (as
defined below). The date upon which the termination of the Executive's
employment becomes effective pursuant to this Agreement shall be referred to
herein as the "Termination Date." The Termination Date shall be the date upon
which any of the following events shall occur:
(i) the death of the Executive;
(ii) the Disability (as defined below) of the Executive;
(iii) the Company's delivery of a written notice to the
Executive of a termination of the Executive's employment for Cause (as defined
below);
(iv) the Company's delivery of a written notice to the
Executive of a termination of the Executive's employment Without Cause (as
defined below); or
(v) resignation by the Executive.
r. For purposes of this Agreement, the "Disability" of the
Executive mean the Executive's inability, because of mental or physical illness
or incapacity, whether total or partial, to perform one or more of the primary
duties of the Executive's employment with or without reasonable accommodation,
and which continues for a length of time that exceeds any period of leave
following which the Executive may have a right to be restored to the same job or
to an equivalent job under federal, state or local law.
s. For purposes of this Agreement, the "Cause" shall mean the
Executive's (i) conviction or entry of a plea of guilty or nolo contendere, with
respect to any felony; (ii) commission of any act of willful misconduct, gross
negligence, fraud or dishonesty; or (iii) violation of any term of this
Agreement or any written policy of the Company.
t. For purposes of this Agreement, "Without Cause" shall mean
any reason(s) whatsoever (other than the reasons described in Sections 5(a)(i),
5(a)(ii), 5(a)(iii) and 5(a)(v) hereof) or no reason.
Payments Upon Termination of Employment.
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u. Death or Disability. If the Executive's employment
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hereunder is terminated due to the Executive's death or Disability pursuant to
Sections 5(a)(i) or (ii) hereof, the Company shall pay or provide to the
Executive, the Executive's designated beneficiary or to the Executive's estate
(i) all base salary pursuant to Section 3(a) hereof and any vacation pay
pursuant to Section 3(d) hereof, in each case which has been earned but unpaid
as of the Termination Date; and (ii) any benefits to which the Executive may be
entitled under any employee benefits plan, policy or arrangement pursuant to
Section 3(b) hereof in which he is a participant in accordance with the written
terms of such plan, policy or arrangement up to and including the Termination
Date.
v. Termination for Cause or Resignation. If the Executive's
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employment hereunder is terminated by the Company for Cause pursuant to Section
5(a)(iii) or due to the Executive's resignation pursuant to Section 5(a)(v), the
Company shall pay or provide to the Executive (i) all base salary pursuant to
Section 3(a) hereof and any vacation pay pursuant to Section 3(d) hereof, in
each case which has been earned but unpaid as of the Termination Date; and (ii)
any benefits to which the Executive may be entitled under any employee benefits
plan, policy or arrangement pursuant to Section 3(b) hereof in which he is a
participant in accordance with the written terms of such plan, policy or
arrangement up to and including the Termination Date.
w. Termination Without Cause. If the Executive's employment
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hereunder is terminated by the Company Without Cause pursuant to Section
5(a)(iv), the Company shall award the Executive such severance benefits, subject
to the terms and conditions of The Ventiv Health, Inc. Severance Benefit Plan.
The amount of the Executive's severance pay benefit shall be the lesser of (a)
thirteen (13) weeks base pay or (b) continuation of base pay for the period from
the Termination Date until the Executive obtains new employment. The Executive
shall keep the Company informed of whether or not the Executive has obtained new
employment and upon request shall provide documentation to the Company regarding
the Executive's employment status during the period in which the Executive
receives severance pay benefits from the Company. In order to be eligible to
receive any Severance Payment pursuant to this paragraph, Executive must sign,
prior to receiving such Severance Payment, a complete release of all claims
against Employer, in a format to be determined by Employer
x. No Other Payments. Except as provided in this Section 6,
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the Executive shall not be entitled to receive any other payments or benefits
from the Company due to the termination of the Executive's employment, including
but not limited to, any employee benefits under any of the Company's employee
benefits plans or arrangements (other than at the Executive's expense under the
Consolidated Omnibus Budget Reconciliation Act of 1985 or
pursuant to the written terms of any pension benefit plan in which Executive is
a participant in which the Company may have in effect from time to time) or any
right to severance benefits.
Arbitration.
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y. Any controversy or claim arising out of or relating to this
Agreement, the employment relationship between the Executive and the Company, or
the termination thereof, including the arbitrability of any controversy or
claim, which cannot be resolved amicably after a reasonable attempt to negotiate
such a resolution (including by exhaustion of all grievance or claims procedures
made available by the Company or any employee benefit plan of the Company) shall
be submitted to arbitration under the auspices of the American Arbitration
Association in accordance with its Commercial Dispute Resolution Procedures and
Rules, as such rules may be amended from time to time, and at its office nearest
to the Company's place of business where the Executive works or to which the
Executive reports. The award of the arbitrator shall be final and binding upon
the parties, and judgement may be entered with respect to such award in any
court of competent jurisdiction. Any arbitration under this Agreement shall be
governed by and subject to the confidentiality restrictions set forth in Section
4(e) of this Agreement. The Executive acknowledges reading, prior to the signing
of this agreement, the Commercial Dispute Resolution Procedures and Rules of the
American Arbitration Association, which are available via the Internet at
http://www.adr.org. Notwithstanding the foregoing, any controversy or claim
arising out of or relating to any claim by the Company for temporary or
preliminary relief with respect to Section 4 of this Agreement need not be
resolved in arbitration and may be resolved in accordance with Section 4(h) of
this Agreement.
z. The Executive acknowledges that this agreement to submit to
arbitration includes all controversies or claims of any kind (e.g., whether in
contract or in tort, statutory or common law, legal or equitable) now existing
or hereafter arising under any federal, state, local or foreign law (except
claims by the Company for temporary or preliminary injunctive relief pursuant to
Section 4 as set forth above), including, but not limited to, the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1866, the Family and Medical Leave Act, the Employee
Retirement Income Security Act, and the Americans With Disabilities Act, and all
similar state laws, and the Executive hereby waives all rights thereunder to
have a judicial tribunal resolve such claims.
Deductions and Withholding. The Executive agrees that the Company shall
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withhold from any and all compensation payable under this Agreement all federal,
state, local and/or other taxes which the Company determines are required to be
withheld under applicable statutes and/or regulations from time to time in
effect and all amounts required to be deducted in respect of the Executive's
coverage by and participation in applicable Executive benefit plans, policies or
arrangements.
Entire Agreement. This Agreement embodies the entire agreement of the
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parties with respect to the Executive's employment and supersedes any other
prior oral or written agreements between the Executive and the Company and its
affiliates. This Agreement may not be changed or terminated orally but only by
an agreement in writing signed by the parties hereto.
Waiver. The waiver by the Company of a breach of any provision of this
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Agreement by the Executive shall not operate or be construed as a waiver of any
subsequent breach by the Executive. The waiver by the Executive of a breach of
any provision of this Agreement by the
Company shall not operate or be construed as a waiver of any subsequent breach
by the Company.
Governing Law. Because Ventiv is incorporated in the state of Delaware,
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this Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware, without regard to the choice of law rules of any state
or where the Executive is in fact required to work.
Jurisdiction. Any legal suit, action or proceeding against any party
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hereto arising out of or relating to this Agreement that is not subject to
arbitration pursuant to Section 7 of this Agreement shall be instituted in a New
York federal or state court in the Borough of Manhattan and each party hereto
waives any objection which it may now or hereafter have to the laying of venue
of any such suit, action or proceeding and each party hereto irrevocably submits
to the jurisdiction of any such court in any suit, action or proceeding.
Assignability. The obligations of the Executive may not be delegated and,
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except as expressly provided in Section 6(a) relating to the designation of
beneficiaries, the Executive may not, without the Company's written consent
thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise
dispose of this Agreement or any interest therein. Any such attempted delegation
or disposition shall be null and void and without effect. The Company and the
Executive agree that this Agreement and all of the Company's rights and
obligations hereunder may be assigned or transferred by the Company to and may
be assumed by and become binding upon and may inure to the benefit of any
affiliate of or successor to the Company. The term "successor" shall mean (with
respect to the Company or any of its subsidiaries) any other corporation or
other business entity which, by merger, consolidation, purchase of the assets,
or otherwise, acquires all or a material part of the assets of the Company. Any
assignment by the Company of its rights or obligations hereunder to any
affiliate of or successor to the Company shall not be a termination of
employment for purposes of this Agreement.
Severability. If any provision of this Agreement as applied to either
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party or to any circumstances shall be adjudged by a court of competent
jurisdiction or arbitrator to be void or unenforceable, the same shall in no way
affect any other provision of this Agreement or the validity or enforceability
of this Agreement. If any court or arbitrator construes any of the provisions of
Section 4 hereof, or any part thereof, to be unreasonable because of the
duration of such provision or the geographic or other scope thereof, such court
or arbitrator may reduce the duration or restrict the geographic or other scope
of such provision and enforce such provision as so reduced or restricted.
Notices. All notices to the Executive hereunder shall be in writing and
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shall be delivered personally, sent by overnight courier or sent by registered
or certified mail, return receipt requested, to:
Douglas E. Langeland
48 Fairmount Avenue
Chatham, New Jersey 07928
All notices to the Company hereunder shall be in writing and shall
be delivered personally, sent by overnight courier or sent by registered or
certified mail, return receipt requested, to:
Ventiv Health, Inc.
1114 Avenue of the Americas, Inc.
New York, New York 10036
Attention: Executive Vice President of Human Resources
Either party may change the address to which notices shall be sent by sending
written notice of such change of address to the other party.
Section Headings. The section headings contained in this Agreement are for
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reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement,
Counterparts. This Agreement may be executed in one or more counterparts,
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each of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same instrument.
Voluntary Agreement. The Executive acknowledges that before entering into
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this Agreement, the Executive has had the opportunity to consult with any
attorney or other advisor of his/her choice, and that this Section 18 of this
Agreement constitutes advice from the Company to do so if he/she chooses. The
Executive further acknowledges that he/she has entered into this Agreement of
his/her own free will, and that no promises or representations have been made to
him/her by any person to induce him/her to enter into this Agreement other than
the express terms set forth herein. The Executive further acknowledges that
he/she has read this Agreement and understands all of its terms, including the
waiver of the tight to have all disputes with and claims against the Company
decided in a judicial forum set forth in Section 7. The Executive may take up to
twenty-one (21) days from today to consider, sign and return this Agreement. In
addition, the Executive may revoke this Agreement after signing it, but only by
delivering a signed revocation notice to the Company within seven (7) days of
signing this Agreement. Such a revocation shall automatically terminate the
Executive's employment due to resignation pursuant to Section 5(a)(v).
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
VENTIV HEALTH, INC.
By: /s/ Eran Broshy
-----------------------
Eran Broshy
Chief Executive Officer
/s/ Douglas E. Langeland
------------------------
Executive signature
Douglas E. Langeland
Executive
[LOGO OF VENTIV HEALTH]
Eran Brosby
Chief Executive Officer
VENTIV HEALTH, INC.
April 18, 2001
Mr. Douglas E. Langeland
48 Fairmount Avenue
Chatham, NJ 07928
Re: Amendment to Employment Agreement
---------------------------------
Dear Douglas:
This letter confirms our agreement to amend the Employment Agreement
between you (you or the "Executive") and Ventiv Health, Inc. (the "Company" or
Ventiv or the "Employer") dated the Twenty Third Day of August, 2000 (the
"Employment Agreement"), in accordance with the terms and conditions set forth
below.
A new paragraph 'w' is hereby added:
'w' Payment upon Termination Without Cause.
---------------------------------------
If the Executive's employment hereunder is terminated by the Company
Without Cause (as defined within Employment Agreement paragraph 't'), the
Company shall award the Executive such severance benefits, subject to the terms
and conditions of The Ventiv Health, Inc. Severance Benefit Plan. The amount of
the Executive's severance pay benefit shall be the lesser of (a) continuation of
base pay, minus such deductions as may be required by law or reasonably
requested by the Executive, for a period of twenty six (26) weeks from the
Termination Date (as defined below) or (b) continuation of base pay, minus such
deductions as may be required by law or reasonably requested by the Executive,
for the period from the Termination Date until the Executive obtains new
employment (whether as an employee, officer, director, partner, proprietor,
investor, associate, executive, consultant, adviser or otherwise). The Executive
shall keep the Company informed of whether or not the Executive has obtained new
employment and upon request shall provide documentation to the Company regarding
the Executive's employment status during the period in which the Executive
receives severance pay benefits from the Company. In order to be eligible to
receive any Severance Payment pursuant to this paragraph 'w', the Executive must
sign, prior to receiving such Severance Payment, a valid release and waiver of
all claims against Employer relating to the Executive's employment or the
termination thereof, in a format to be determined by the Employer. No payment
shall be made hereunder until at least eight (8) days following the execution
and delivery by the Executive of the valid release and waiver.
The parties further agree that the general provisions set forth in paragraph
entitled 'Severability' apply equally to this letter agreement.
Very truly yours,
/s/ Eran Broshy
--------------------------
Eran Broshy
CEO Ventiv Health Inc.
Accepted and Agreed:
/s/ Douglas E. Langeland
- ------------------------
Douglas E. Langeland
Date signed: 4-26-01