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EXHIBIT 10.65
September 25, 1996
Xxxx X. Xxxxx
0000-X Xxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Re: Severance Compensation Agreement
Dear Xxxx:
APPLIED BIOSCIENCE INTERNATIONAL INC. ("APBI" or the "Company") considers
the continuing maintenance of a sound and vital management to be essential to
protecting and enhancing the best interests of the Company and its shareholders.
In this connection, the Company recognizes that, as is the case with many
publicly held corporations, the uncertainty and questions which a potential
change of control may raise among management may result in the departure or
distraction of management personnel to the detriment of the Company and its
shareholders. The Company's Board of Directors has determined that given the
pending merger agreement between the Company and Pharmaceutical Product
Development, Inc. ("PPD"), it is imperative that the Company and the Board of
Directors be able to rely upon you to remain in your position and to provide
advice, if requested, as to the best interests of the Company.
Accordingly, in order to induce you to remain in the employ of the
Company's subsidiary, Pharmaco International Inc. ("Pharmaco"), this letter
agreement sets forth the terms of your continued employment and the severance
benefits which the Company and Pharmaco agree will be provided to you in the
event of the termination of your employment following a "change in control of
the Company" (as defined in Section 3 hereof).
1. EMPLOYMENT. Pharmaco shall continue to employ you as an executive of
Pharmaco or one of its affiliates for the Term of this Agreement. Subject to the
provisions of this Agreement, you confirm your present intention to remain in
the employ of the Pharmaco during such Term, and agree, at all times during the
Term of this Agreement to give the Company and Pharmaco at least one month prior
notice of any termination of your employment.
2. TERM. (a) The Term of this Agreement shall be for the one-year period
commencing on the date hereof and ending on September 25, 1997.
(b) In addition, the Term of your employment hereunder will automatically
end upon the occurrence of any of the following events;
(i) You die or receive a notice of termination due to Disability; or
(ii) At any time during the initial six-month period of this
Agreement, you give notice to the Company based on Good Reason; or
(iii) At any time subsequent to the initial six-month period of this
Agreement, you provide notice to the Company that you wish to terminate
your employment with Pharmaco or any successor entity for any or no reason;
or
(iv) At any time subsequent to the initial six-month period of this
agreement, the Company or PPD provides notice to you that it desires to
terminate your employment with Pharmaco or any successor entity.
(c) "Good Reason" shall mean:
(i) A change in your position as president and chief executive officer
of Pharmaco, without your express written consent; or
(ii) The assignment to you, without your express written consent, of
any duties substantially inconsistent with your position, duties and
responsibilities with Pharmaco immediately prior to a change in control; or
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(iii) A reduction by Pharmaco in your base salary in effect on the
date hereof or as the same as may be increased from time to time; or
(iv) The relocation of your primary work location to a location that
is more than forty (40) miles from your primary work location immediately
prior to the change in control; or.
2. CHANGE IN CONTROL. For purposes of this Agreement, a "change in control
of the Company" shall mean the Merger of APBI with PPD or any affiliate or
subsidiary of PPD.
3. TERMINATION FOLLOWING CHANGE IN CONTROL. (a) If a change in control of
the Company occurs, you shall be entitled, upon the subsequent termination of
your employment pursuant to paragraphs 2(b)(ii), (iii) or (iv) of this Agreement
or your termination by the Company for any other reason (other than for Cause or
because of your death) during the Term of this Agreement (any of the foregoing
being referred to as "Termination"), to the Severance Pay, bonus and other
benefits described in Paragraph 5. Any Termination of your employment, except
because of your death, shall be made by written notice of termination to the
other party.
(b) "Cause" shall mean (i) the willful and continued failure by you
substantially to perform your duties with the Company or Pharmaco (other than
any such failure resulting from your Disability), following written notice from
the Company or Pharmaco, or (ii) the willful engaging by you in gross misconduct
or any acts involving fraud, embezzlement or theft from Pharmaco or the Company;
or
(c) "Disability" shall mean that, as a result of your incapacity due to
physical or mental illness, you shall be unable to perform your duties with
Pharmaco for a period of three (3) months.
4. COMPENSATION. (a) In the event of your Termination for any reason
except those set forth in Paragraph 2(b)(i), the Company and/or Pharmaco shall
pay you as Severance Pay, your full base salary for a period of one year;
provided that if your termination occurs within the initial six-month period of
this Agreement, your Severance Pay shall equal your full base salary for the
period from the date of your termination through March 31, 1998. Pharmaco will
have the option to make such payment either in accordance with Pharmaco's normal
payroll practices or in a lump sum to be delivered on the thirtieth day
following the Termination.
(b) In the event of your Termination for any reason except those set forth
in Paragraph 2(b)(i), the Company and/or Pharmaco shall pay you your EVA
(Economic Value Added) bonus (or any bonus under any successor plan), if any,
earned through the date of your Termination. The calculation of your bonus, if
any, will be based on Pharmaco's (or such successor entity's) full year
performance pro rated through the date of Termination. To the extent any EVA or
other bonus is earned, you would receive such bonus at the same time as bonuses
are generally paid to Pharmaco's (or such successor entity's) officers and
employees.
(c) In addition, in the event of your Termination for any reason except
those set forth in Paragraph 2(b)(i), the Company shall maintain in full force
and effect for a period of one year, all employee benefits which you are
receiving as of the date of your Termination, including all life insurance,
health (medical, dental, vision and wellness), accidental death and
dismemberment, and disability benefit plans and programs; provided that if your
termination occurs within the initial six-month period of this Agreement, your
benefits will be continued for the period from the date of your termination
through March 31, 1998. The Company's and Pharmaco's obligations under this
Paragraph 5(c) shall terminate with respect to any Company or Pharmaco Program
on the date that you first become eligible, after your Date of Termination, for
the same type of coverage under another employer's plan.
(d) The Company shall pay the reasonable costs of a nationally recognized
outplacement service until you are employed on a full-time basis (but in no
event to exceed a one-year period).
5. LAPSE. Should you voluntarily leave employment prior to a change in
control or if you are terminated for cause either prior to or after to a change
in control, this Agreement shall lapse and be of no other force and effect and
no compensation will be payable to you hereunder.
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6. SUCCESSORS; BINDING AGREEMENT. This Agreement shall inure to the
benefit of and be enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.
7. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by registered mail,
return receipt requested, postage prepaid, addressed to the respective addresses
set forth on the first page of this Agreement, provided that all notices to the
Company shall be directed to the attention of the Chief Executive Officer of the
Company with a copy to the Secretary of the Company, or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.
8. MISCELLANEOUS. No provisions of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by you and such officer as may be specifically designated by the
Board of Directors of the Company. No waiver by either party hereto at any time
of any breach by the party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreement or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the Commonwealth of Virginia.
9. VALIDITY. The invalidity or unenforceability of any provisions of this
Agreement shall not effect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
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10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
If this letter correctly sets forth our agreement on the subject matter
hereof, kindly sign and return to the Company the enclosed copy of this letter
which will then constitute our agreement on this subject.
Sincerely,
APPLIED BIOSCIENCE INTERNATIONAL INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President and Chief
Financial Officer
PHARMACO INTERNATIONAL INC.
By: /s/ Xx. Xxxxxxx X. Xxxxxx
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Xx. Xxxxxxx X. Xxxxxx
Chairman
AGREED TO THIS 25th DAY OF
SEPTEMBER, 1996
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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