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EXHIBIT 10.1.F
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") amends that
certain EMPLOYMENT AGREEMENT by and between CLINTRIALS RESEARCH INC., a Delaware
corporation ("Employer"), and PAUL J. OTTAVIANO ("Employee") dated as of January
1, 1998 (the "Employment Agreement") and is entered into between Employer and
Employee this ____ day of _____________, 2000.
WHEREAS, the parties wish to amend the Employment Agreement as set
forth below;
IT IS, ACCORDINGLY, AGREED AS FOLLOWS:
1. Section 2 of the Employment Agreement is amended to read in its
entirety as follows:
2. Term. The term of this Agreement shall be for a
period commencing on January 1, 1998 and ending December 31,
1998, except that the provisions of Section 8 and 9 will
survive the expiration or earlier termination of this
Agreement. This Agreement shall be automatically renewed for
additional and successive one (1) year periods unless either
party provides ninety (90) days notice prior to any
anniversary date of its intent not to renew this Agreement
(the initial term and any and all renewal terms each being a
"Period of Employment"). Employee will continue to be paid
full pay and benefits during this ninety (90) day period. In
the event Employer elects not to renew this Agreement upon any
such anniversary date, Employee will be entitled to receive a
severance payment in an amount equal to Employee's base
monthly compensation (not including incentive compensation) at
the time of non-renewal multiplied by eighteen (18), payable
in a lump sum, and all unvested stock options shall become
fully vested and shall remain exercisable for the remainder of
the stated term of such stock options, regardless of whether
the Employee continues to be employed by the Employer.
2. Section 7c. of the Employment Agreement is amended to read in its
entirety as follows:
c. Termination by Employer for Other Than Cause.
Employer may terminate the employment of Employee at any time
upon written notice to the Employee. In such event, Employee
shall be paid the amount of any unpaid salary earned by the
Employee up to and including the date of such Termination by
Employer, an amount equal to Employee's then current monthly
base salary multiplied by eighteen (18), payable in a lump sum
and any unpaid vacation pay earned by him up to and including
the date of such
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Termination by Employer. Also for an eighteen (18) month
period from effective date of Termination by Employer,
Employer shall continue to make the employer contributions
necessary to maintain the Employee's coverage pursuant to all
benefit plans provided to the Employee by the Employer
immediately prior to such Termination by Employer; and
Employer shall deduct from payments payable to the Employee
pursuant to this Section the amount of any employee
contributions necessary to maintain such coverage, and
Employee shall continue to be bound by the provisions of
Sections 8 and 9 hereof and all unvested stock options shall
become fully vested and shall remain exercisable for the
remainder of the stated term of such stock options, regardless
of whether the Employee continues to be employed by the
Employer.
3. Section 7f. of the Employment Agreement is amended to read in its
entirety as follows:
f. Failure to Renew. If Employer gives Employee
notice as provided in Section 2 of its election not to renew
this Agreement, Employee's employment shall terminate upon the
anniversary date. In such event, Employee shall be paid the
amount of any unpaid salary earned by the Employee up to and
including the date of such Failure to Renew by Employer, an
amount equal to Employee's then current monthly base salary
multiplied by eighteen (18) in a lump sum and any unpaid
vacation pay earned by him up to and including the date of
such Termination by Employer. Also for an eighteen (18) month
period from the effective date of termination by Employer,
Employer shall continue to make the employer contributions
necessary to maintain the Employee's coverage pursuant to all
benefit plans provided to the Employee by the Employer
immediately prior to such Failure to Renew by Employer, and
Employer shall deduct from any payments payable to the
Employee pursuant to this Section the amount of any employee
contributions necessary to maintain such coverage, and
Employee shall continue to be bound by the provisions of
Sections 8 and 9 hereof, and all unvested stock options shall
become fully vested and shall remain exercisable for the
remainder of the stated term of such stock options, regardless
of whether the Employee continues to be employed by the
Employer.
4. The first paragraph of Section 7g. of the Employment Agreement is
amended to read in its entirety as follows:
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g. Change in Control. In the event there is a "Change
in Control" of the ownership of the Employer, and the
Employee's employment with the Employer is terminated as a
result of such Change in Control, or if the Employee resigns
within ninety (90) days following a Change in Control, in
either case the Employee shall be entitled to receive as a
severance payment following such termination or resignation an
amount equal to Employee's base monthly compensation (not
including incentive compensation) at the time of termination
or resignation multiplied by eighteen (18), payable in a lump
sum. In addition, any earned but unpaid base salary, incentive
compensation and any unpaid vacation pay earned by him up to
and including the date of such termination as a result of
Change in Control or resignation will be paid. Also, for the
eighteen (18) month period following the termination or
resignation date, the Employee will continue to receive the
Employer contributions necessary to maintain the Employee's
coverage pursuant to all benefit plans provided to the
Employee by the Employer immediately prior to such termination
as a result of Change in Control or resignation. Employer
shall deduct from any payments payable to the Employee
pursuant to this Section the amount of any employee
contributions necessary to maintain such coverage. Further,
any stock options granted to the Employee will be fully vested
upon a Change in Control, whether or not the Employee is
terminated or resigns, notwithstanding any previously stated
vesting restrictions, and shall remain exercisable for the
remainder of the stated term of such stock options, regardless
of whether the Employee continues to be employed by the
Employer. In the event of the termination of employment of the
Employee by the Employer without "cause" or resignation as a
result of or within ninety (90) days following a Change in
Control, if the Employee is required, pursuant to Section 4999
of the Internal Revenue Code of 1986, as amended (the "Code"),
to pay (through withholding or otherwise) an excise tax on
"excess parachute payments" (as defined in Section 280G of the
Code), the Employer shall pay the Employee the amount
necessary to place the Employee in the same after-tax
financial position that he would have been in if he had not
incurred any excise tax liability under Section 4999 of the
Code.
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5. In all other respects the Employment Agreement is hereby ratified
and affirmed.
EMPLOYER:
CLINTRIALS RESEARCH INC.
By:
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Title:
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EMPLOYEE:
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PAUL J. OTTAVIANO
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