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EXHIBIT 10.20
CONTRACT OF EMPLOYMENT
between
PAREXEL GmbH
Independent Pharmaceutical Research Organization
Klinikum Westend, Haus 18
Spandauer Damm 130
14050 Berlin
represented by the sole shareholder PAREXEL Unternehmensbeteiligung GmbH,
represented by its managers Joe von Rickenbach and Prof. Dr. med. Werner M.
Herrmann
- - hereinafter referred to as "company" -
and
Dr. Ulf Schneider
Furkastr. 55b
12107 Berlin
- - hereinafter referred to as "manager" -
SS. 1 TASKS AND DUTIES
(1) By virtue of resolution adopted by the shareholders' meeting on
04.01.96 Dr. Ulf Schneider is appointed as a further manager of the
company taking immediate effect. He shall represent the company alone
and may conclude legal transactions with himself or as representative
of third parties.
(2) The manager shall be responsible for the business and administrative
area of the company. He shall be obliged to co-ordinate his work in
this area with the other managers.
(3) The managing director shall conduct the business of the company with
the diligence of a prudent businessman and in accordance with the law,
the company agreement, this contract, in accordance with the rules of
procedure issued for the management and with any instructions issued to
him by the shareholders' meeting.
(4) By virtue of his function the manager is at the same time Corporate
Vice President and Member of the Executive Committee of PAREXEL
International Corporation. The manager shall place his entire working
capacity at the services of the company. He shall not be bound to
specific working hours and shall be at liberty to select his means
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of work. The shareholder's consent shall be required for any side line
carried on for profit.
SS. 2 SCOPE OF MANAGER'S AUTHORITY
(1) The manager's authority shall extend to all activities associated with
the normal running of the company. The manager shall require the
approval of the shareholder for any of the following acts - even if
they are part of normal business in individual cases:
a) the actual relocation of administrative centres, the sale of
main parts (assets) of the company, the establishment or
relinquishment of branches, the foundation, acquisition or
sale of other companies or participation in such; the
inclusion and/or relinquishment of existing areas of activity;
b) the acquisition, sale or encumbrance of plots of land or
similar rights to plots of land;
c) the conclusion, termination or amendment of company contracts;
d) the conclusion, termination or amendment of contracts on the
acquisition or sale of copyrights, commercial protective
rights, licences, know-how or related rights insofar as in
each individual case the term of the contract exceeds two
years and the total anticipated burden exceeds DM 120,000.00
or the monthly payment by the company exceeds DM 10,000.00;
e) fixed investments insofar as they exceed DM 50,000.00 in each
individual case;
f) the conclusion, termination or amendment of rental or lease
agreements insofar as in each individual case the term of the
contract exceeds two years and the total anticipated burden
exceeds DM 120,000.00 or the monthly payment by the company
exceeds DM 10,000.00;
g) the conclusion, termination or amendment of contracts of
employment with employees (salaried and freelance employees)
earning a monthly remuneration in excess of DM 10,000.00 or a
fixed annual remuneration in excess of DM 120,000.00 unless
this is an amendment to existing contracts of no more than 5%
of the annual remuneration paid up to this point as well as
the appointment of the spouse or such persons with whom the
manager is related by blood or marriage as well as the
agreement of a company pension scheme or the commitment to
pension payments;
h) the granting of full commercial powers of attorney (Prokura)
and general powers of attorney;
i) the entering into of bill commitments, the assumption of
guarantee commitments as well as the submission of guarantee
bonds insofar as these are not necessary during the usual
course of business for a specific business operation;
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j) the availment or granting of loans or the alteration of credit
lines insofar as in excess of an amount of DM 50,000.00 in
each individual case or if the loans are to be made to the
manager, spouse or persons related to him by blood or
marriage.
(2) The approval required pursuant to the above mentioned paragraph shall
not be necessary if the respective measure has been earmarked in the
respective annual budget or its volume is contained in this budget.
(3) The approval required pursuant to the above mentioned paragraph 1 shall
be deemed to have been given if the respective legal transaction has
been co-signed or an approval is available according to the Policies &
Procedures of the company in the version which was valid and known at
the time the legal transaction was made.
(4) If the approval required pursuant to the above mentioned paragraph
cannot be obtained by the manager in urgent cases, he shall be entitled
to also act without this approval. However, he must advise the
shareholders forthwith of the business requiring approval and the
reason for urgency.
SS. 3 DURATION OF CONTRACT
(1) This contract shall start on 1.6.1996 and shall be concluded for an
indefinite period of time.
(2) It shall be possible for the contractual relationship to be terminated
by both parties giving a period of notice of 6 months to the end of a
month.
(3) Notice shall be required in writing to be effective and must be
substantiated if given by the company. The revocation of an appointment
to manager shall constitute neither notice of termination nor shall it
constitute good reason to terminate.
(4) The right of exceptional dismissal for good reason shall remain
unaffected.
(5) If the contract of employment is terminated by the company the manager
shall receive a settlement amounting to the average monthly emoluments
including share in profits (ss. 4 (1) and (2)) of the monthly average
over the past 24 months (monthly average) per year of service and a
minimum of 6 times and a maximum of 12 times said average. This shall
not apply insofar as the contract of employment has been terminated for
reasons for which the manager is responsible which justify dismissal
without notice. The company must provide evidence in respect of
sentence 2.
(6) In calculating the entire period of service pursuant to paragraph 5
sentence 1 it must be considered that employment with the company
started on 13.8.1990 and has continued uninterrupted since this date.
(7) The contractual relationship shall end, without the necessity to give
notice, at the end of the year in which the manager has his 65th
birthday. Any extension of contract beyond this period shall require a
special written agreement.
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SS. 4 EMOLUMENTS
(1) Basic salary
(a) The manager shall receive a fixed annual salary of DM
200,000.00, payable in twelve equal instalments, at the end of
the month plus the employer's contributions (statutory
pension, health and unemployment insurance etc.), starting in
June 1996.
(b) The manager shall receive an amount of DM 10,000.00, payable
in four equal instalments, at the end of the month following
the respective quarter insofar as the European result
("operating income") does not fall 50% below the budgeted
value.
(2) In addition the manager shall receive a share in profits in the form
of a BONUS. The bonus shall amount to 30% of the basic salary:
(a) 50% (DM 31,500.00) depending on the achievement of the
budgeted targets for phase I; more detailed criteria are still
to be specified and shall continue to apply until new targets
are agreed;
(b) 50% (DM 31,500.00) depending on the achievement of the
budgeted targets for G&A; more detailed criteria are still to
be specified and shall continue to apply until new targets are
agreed.
The bonus shall be granted at the latest at the end of the fourth month
after the end of each financial year of the company. Advance payments
per quarter shall be made insofar as this is provided for by the
company's bonus programme.
(3) If the manager leaves during the current business year he shall be
entitled to a pro rata temporis bonus. The entitlement to a share in
profits shall be due at the end of the employment relationship with the
company. Insofar as a pro rata temporis bonus cannot be determined at
this time an advance payment is to be paid amounting to the bonus of
the previous year.
(4) There shall be no entitlement to payment for overtime, work on Sundays,
public holidays and other extra time.
(5) The salary of the manager shall be reviewed by the shareholders once a
year within the first three months of the respective financial year.
SS. 5 OTHER EMOLUMENTS
(1) The manager shall be provided with a mid-range company car for
professional and private use. If the manager does not use a company car
he shall be given a lump sum of DM 1,500.00 per month for the use of
his private car starting in June 1996.
(2) Instead of a company pension commitment the manager shall receive an
amount of DM 1,500.00 per month for life insurance starting in June
1996. The amount of DM 1,500.00 shall be adjusted on an annual basis in
accordance with the development of
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the cost of living index for a 4-person employee household with
average income (1991 = 100).
SS. 6 EMOLUMENTS IN THE CASE OF ILLNESS, ACCIDENT, DEATH
(1) In the case of illness or other prevention for which the manager is not
responsible the right to the payment of salary shall remain in effect
for a period of 6 months.
(2) If the manager dies during his contract of employment the widow or the
descendants, the minors or offspring still in education of the manager,
insofar as he was liable to pay for their maintenance at the time of
his death, shall receive the full emoluments for the month in which he
died and for six months thereafter.
SS. 7 HOLIDAY
(1) The manager shall be entitled to holiday amounting to 30 working days
per calendar year based on the 5-day week.
(2) There shall be a pro rata temporis holiday entitlement for the year he
leaves the company.
(3) The same regulations shall otherwise apply to the manager's holiday as
for the remaining employees of the company.
SS. 8 CONFIDENTIALITY AND BUSINESS DOCUMENTS
(1) The manager shall undertake to maintain secrecy on all confidential
matters and procedures, in particular business and operational secrets,
to which he becomes privy in the company. This obligation shall exist
for five years following the end of his employment relationship with
the company. It shall not apply to those facts which are or will
otherwise become available to third parties.
(2) By virtue of a separate declaration, the manager has undertaken to
observe data secrecy with respect to personal data.
(3) At the end of his employment relationship with the company the manager
must return without request all documents referring to the affairs of
the company. The assertion of a right to retain such documents shall be
precluded.
SS. 9 SERVICE INVENTIONS
The provisions of the German law on employee inventions dated 23.07.1957
(Federal Law Gazette I 1957, p. 756 in the applicable version) as well as the
directives on the remuneration of employee inventions in the private service
issued in this respect shall apply.
SS. 10 COMPETITION BAN
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(1) For the duration of the employment relationship as well as at the end
of the employment relationship for the period the manager continues to
receive emoluments pursuant to ss. 3 (5) and (6), the manager shall
refrain from any activity which competes with the company or with one
of its associated companies directly or indirectly. The manager shall
undertake in particular to refrain from working or serving a rival
company, from concluding a consultant's agreement with them, from
either establishing or acquiring a rival company or participating in
such an enterprise directly or indirectly. He shall furthermore be
forbidden to establish a rival company.
(2) The above commitment shall not apply to participation in companies
listed on the stock exchange insofar as this does not contradict
internal regulations.
(3) The manager shall be obliged to pay compensation in the event that he
infringes this ban on competition.
SS. 11 TERM OF PRECLUSION
(1) All mutual claims arising from the employment relationship and those
which are connected with the employment relationship shall expire if
they are not asserted in writing within three months of their
respective due date vis-a-vis the other contracting party.
(2) If the other party refuses to satisfy the claim or if it does not make
the respective statement in writing within one month of being requested
so to do, the claim shall be forfeited if it is not asserted in court
within one month of receiving the refusal or within a further month of
making the demand.
SS. 12 FINAL CLAUSES
(1) In the event of one provision of this contract being or becoming
ineffective in whole or in part or losing its legal effect, this shall
not affect the validity of the remaining provisions. Insofar as
admissible, another appropriate provision shall replace the ineffective
provision which comes as close in economic terms to that which the
contracting parties wanted or would have wanted had they considered the
ineffectiveness or nullity of the provision in question.
(2) Amendments and supplements to this contract, including this written
form clause, shall be required in writing.
(3) Berlin shall be agreed as place of performance and - insofar as
admissible - as venue.
(4) It is hereby confirmed that agreements outside this contract have not
been made.
Berlin, 30 August 1996
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PAREXEL Unternehmensbeteiligung GmbH Manager
/s/Werner M. Herrmann /s/ Ulf Schneider
- ------------------------------------ -------------------------------------
Prof. Dr. Werner M. Herrmann Dr. Ulf Schneider
Manager
Approved for:
PAREXEL International
/s/Barry Philpott
- -----------------------------------
Barry Philpott
President European Operations