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Employment Agreement

 

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Title:

Employment Agreement

Entities:

PRA International

Date:

2007

Size:

Preview shows 7KB of 43KB total

Price:

$39

ID:

#2886564

 

 

► Employment ► Employment Agreements

 

 

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EMPLOYMENT AGREEMENT
     EMPLOYMENT AGREEMENT, dated as of May 7, 2007 (this Agreement), between PRA International, a Delaware corporation (the Company), and Terrance J. Bieker (the Executive).
W I T N E S S E T H:
     WHEREAS, the Executive is currently serving as the interim Chief Executive Officer of the Company;
     WHEREAS, the Company wishes Executive to become the full-time Chief Executive Officer of the Company and the Executive is willing to enter into an agreement to that end, upon the terms and conditions hereinafter set forth.
     NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:
     1. Employment
     The Company hereby agrees to employ the Executive, and the Executive hereby agrees to remain in the employ of the Company, on and subject to the terms and conditions of this Agreement.
     2. Term
     The period of this Agreement (the Agreement Term) shall commence on May 7, 2007 (the Effective Date) and shall expire on the fourth anniversary of the Effective Date.
     3. Position, Duties and Responsibilities
     (a) The Executive shall serve as, and with the title, office and authority of, the Chief Executive Officer of the Company. The Executive shall also hold similar titles, offices and authority with the Companys subsidiaries and its successors. The Company shall use its best efforts to cause the Executive to be nominated and elected to the Board of Directors of the Company (the Board) and to the board of directors of its subsidiaries and its successors for the duration of the Agreement Term.
     (b) The Executive shall have effective supervision and control over, and responsibility for, the strategic direction and general and active day-to-day leadership and management of the business and affairs of the Company and the subsidiaries of the Company, subject only to the authority of the Board, and shall have all of the powers, authority, duties and responsibilities usually incident to the position and office of Chief Executive Officer of the Company. The Executive shall report directly to the Board.

 


 

     (c) The Executive agrees to devote substantially all of his business time, efforts and skills to the performance of his duties and responsibilities under this Agreement; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for (i) participating in professional, educational, philanthropic, public interest, charitable, social or community activities, (ii) serving as a director or member of an advisory committee of any corporation or other entity that the Executive is serving on as of the Effective Date or, subject to prior approval by the Board, any other corporation or entity that is not in competition with the Company, or (iii) managing his personal investments; provided, further, that any such activities set forth in clauses (i) through (iii) above do not materially interfere with the Executives regular performance of his duties and responsibilities hereunder.
     (d) The Executive shall perform his duties at the offices of the Company located in Reston, Virginia, but from time to time the Executive may be required to travel to other locations in the proper conduct of his responsibilities under this Agreement.
     4. Compensation and Benefits
     In consideration of the services rendered by the Executive during the Agreement Term, the Company shall pay or provide the Executive the compensation and benefits set forth below.
     (a) Salary. The Company shall pay the Executive a base salary (the Base Salary) equal to $485,000 per annum. The Base Salary will be periodically reviewed by the Compensation Committee of the Board (the Compensation Committee) for possible merit increases as the Compensation Committee deems appropriate. The Base Salary may not be reduced following the Effective Date. The Base Salary shall be paid in arrears in substantially equal installments at monthly or more frequent intervals, in accordance with the normal payroll practices of the Company.
     (b) Annual Incentive Bonuses. The Company shall provide the Executive with the opportunity to earn an annual target bonus of 60% of his Base Salary (the Target Bonus Amount) for each calendar year of the Company ending during the Agreement Term, provided that Executives maximum bonus opportunity for extraordinary performance shall be governed by the provisions of the Companys annual MIP bonus plan. With respect to calendar year 2007, Executives Target Bonus Amount and his maximum bonus opportunity under the annual MIP bonus plan shall be pro-rated for the partial year of service from the Effective Date to the end of the calendar year. Any annual target bonus hereunder shall otherwise be payable under the terms of the Companys annual bonus program for its senior officers.

 

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