UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 14, 2015

 

 

QUINTILES TRANSNATIONAL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

North Carolina   001-35907   27-1341991

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4820 Emperor Blvd.

Durham, North Carolina

  27703
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (919) 998-2000

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 14, 2015, Quintiles Transnational Holdings Inc. (the “Company”) promoted Kevin K. Gordon to Chief Operating Officer and announced that Michael McDonnell is expected to join the Company in December 2015 as Chief Financial Officer. Mr. Gordon will continue to serve as the Company’s Chief Financial Officer until Mr. McDonnell joins the Company.

Promotion of Mr. Gordon to Chief Operating Officer

In connection with his promotion to Chief Operating Officer, the Company and Mr. Gordon entered into a Second Amendment to Executive Employment Agreement (the “Second Amendment”), which amends the previously disclosed employment agreement between the Company and Mr. Gordon to (i) increase his base salary to $675,000, (ii) provide that the target level for his annual performance bonus for the 2016 performance year and subsequent years will be 100% of his base salary, and (iii) provide that in connection with his retirement from the Company, Mr. Gordon and the Company will enter into a Consulting and General Release Agreement in the form attached to the Amended Agreement as Exhibit A (the “Consulting Agreement”), which Consulting Agreement will be effective as of Mr. Gordon’s designated retirement date.

Under the Consulting Agreement, Mr. Gordon will continue to perform such duties and special projects as he is assigned by the Company and shall be paid his regular existing compensation and benefits until his termination date provided for in the agreement. After such time, Mr. Gordon will provide advice and consultation as reasonably requested by the Company in connection with his knowledge, expertise and areas of prior responsibility for a period of five months following his termination date. Additionally, the Company will agree to reimburse Mr. Gordon for all expenses incurred in connection with the performance of his consulting services and pay Mr. Gordon a consulting fee of (i) an amount equal to his then existing salary for the initial first and second months of the consulting term and (ii) $5,000 per month for the third, fourth and fifth months of the consulting term. Within 75 days of the commencement of the consulting term, the Consulting Agreement requires the Company to pay Mr. Gordon a lump sum payment, less applicable withholdings, of $18,000 in lieu of any medical or other benefits during the consulting term.

The Consulting Agreement also provides that certain terms of Mr. Gordon’s Executive Employment Agreement, as amended, will survive termination of such agreement and that the term related to competitive business activities in Section 6.3 of such agreement shall be extended for the first two months following his termination date and continue for a period of two years thereafter. The Consulting Agreement also contains a mutual nondisparagement clause. In consideration of the benefits contained in the Consulting Agreement, including the monthly consulting fees, the Consulting Agreement contains a current release of claims and covenant not to sue.

The foregoing description of the Second Amendment, including the description of the Consulting Agreement contained therein, is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Appointment of Mr. McDonnell as Chief Financial Officer

Mr. McDonnell, age 51, has served as the Executive Vice President and Chief Financial Officer of Intelsat S.A., a leading global provider of satellite services, since July 2011 and as the Executive Vice President and Chief Financial Officer of its subsidiary, Intelsat Investments S.A., from November 2008 to May 2013. He previously served as Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer of MCG Capital Corporation, a publicly-held commercial finance company, from August 2006 through October 2008, and as its Executive Vice President, Chief Financial Officer and Treasurer from September 2004 to October 2008. Before joining MCG Capital Corporation, Mr. McDonnell served as Executive Vice President and Chief Financial Officer for EchoStar Communications Corporation (f/k/a DISH Network Corporation), a direct-to-home satellite television operator, from July 2004 to August 2004 and as its Senior Vice President and Chief Financial Officer from August 2000 to July 2004. Mr. McDonnell spent 14 years at PricewaterhouseCoopers LLP, including four years as a


partner. He also served on the board of directors of Catalyst Health Solutions, Inc., a pharmacy benefit management company, from 2005 to 2012. Mr. McDonnell has a Bachelor of Science degree in accounting from Georgetown University and is a certified public accountant.

In connection with his appointment as the Company’s Chief Financial Officer, the Company and Mr. McDonnell entered into a Letter Agreement dated October 14, 2015 (the “Letter Agreement”). Under the Letter Agreement, Mr. McDonnell will receive a base salary of $650,000, subject to annual or more frequent review, and a one-time signing bonus in the amount of $1,000,000, payable in two equal installments: 50% within 30 days following Mr. McDonnell’s start date and 50% on or before March 15, 2016. Mr. McDonnell must repay the signing bonus if his employment is terminated by the Company for Cause, or by Mr. McDonnell without Good Reason, each as defined in the Letter Agreement, prior to March 15, 2017.

During Mr. McDonnell’s employment, he will be eligible to participate in the Company’s annual incentive plan for executives on the same terms and conditions as other similarly situated executives, with an annual target bonus opportunity equal to 85% of his base salary. The Letter Agreement provides that, subject to the terms and conditions of the incentive plan, Mr. McDonnell will be guaranteed an annual bonus equal to at least 85% of his base salary for the 2016 calendar year, and that he will not be eligible for a prorated annual bonus for the 2015 calendar year.

Pursuant to the approval of the Compensation and Talent Development Committee of the Company’s Board of Directors (the “Committee”), Mr. McDonnell will receive a one-time equity award in the form of time-based restricted stock units (“RSUs”) with an aggregate grant date dollar value equal to $2,500,000, which will vest in equal 25% installments over four years subject to certain terms of acceleration in the event of Mr. McDonnell’s termination as more fully described in the Letter Agreement. The Letter Agreement also provides that, pursuant to the approval of the Committee, for the 2016 calendar year, management will recommend an aggregate grant date value of equity awards for Mr. McDonnell of $1,000,000. For each full calendar year of employment after 2016, Mr. McDonnell will be eligible to receive an annual equity award determined by the Committee in its discretion, which awards are to be no less favorable in amount, terms and conditions than those that apply to similarly situated executive officers of the Company.

The Letter Agreement provides that it is expected that Mr. McDonnell will relocate to the Raleigh-Durham, North Carolina area in the summer of 2017, and that prior to relocation, the Company will reimburse the cost of traveling to and staying at the Company’s headquarters. Mr. McDonnell will be eligible to participate in the employee benefits plans and programs generally available to the Company’s senior executives.

If Mr. McDonnell’s employment with the Company is terminated by the Company other than for Cause or by Mr. McDonnell for Good Reason, each as defined in the Letter Agreement, then, subject to Mr. McDonnell’s execution and non-revocation of a release of claims in a form provided by the Company, Mr. McDonnell will be eligible to receive severance in an aggregate amount equal to his base salary plus target bonus in effect for the year of termination, payable in equal installments on the Company’s regular payroll schedule. In addition, if the Company waives any or all of the 90-day notice period for termination described in the Letter Agreement, then in addition to other severance amounts due, (i) the Company will pay to him an amount equal to his base salary for the number of days waived plus any earned but unpaid bonus that otherwise would have been paid during the notice period under the terms of the annual incentive plan for executives and (ii) any unvested equity with vesting dates that occur during the notice period would vest as though Mr. McDonnell had remained employed during the waived notice period. Mr. McDonnell will be eligible to participate in any change in control severance plan adopted by the Company in the future on the same terms and conditions as would be in effect under such plan for similarly situated executives.

The Letter Agreement is conditional upon Mr. McDonnell’s execution of the Company’s Non-Competition, Non-Solicitation, Confidentiality and IP Agreement (the “Non-Competition Agreement”), a form of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. The Non-Competition Agreement includes, among other things, provisions regarding non-competition and non-solicitation of customers and employees for 12 months following his termination of employment for any reason.


The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

The Company issued a press release announcing the promotion of Mr. Gordon to Chief Operating Officer and the appointment of Mr. McDonnell as Chief Financial Officer, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

10.1    Second Amendment, dated October 14, 2015, to Executive Employment Agreement, effective July 30, 2010, between Kevin K. Gordon and Quintiles Transnational Corp.
10.2    Form of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement.
10.3    Letter Agreement, dated October 14, 2015, between Michael McDonnell and Quintiles Transnational Corp.
99.1    Press Release regarding appointment of chief operating officer and chief financial officer dated October 19, 2015.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 19, 2015     QUINTILES TRANSNATIONAL HOLDINGS INC.
    By:  

/s/ James H. Erlinger III

      James H. Erlinger III
     

Executive Vice President, General Counsel and

Secretary


INDEX TO EXHIBITS

 

Exhibit
No.

  

Description

10.1    Second Amendment, dated October 14, 2015, to Executive Employment Agreement, effective July 30, 2010, between Kevin K. Gordon and Quintiles Transnational Corp.
10.2    Form of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement.
10.3    Letter Agreement, dated October 14, 2015, between Michael McDonnell and Quintiles Transnational Corp.
99.1    Press Release regarding appointment of chief operating officer and chief financial officer dated October 19, 2015.

Exhibit 10.1

SECOND AMENDMENT

TO

EXECUTIVE EMPLOYMENT AGREEMENT

This Second Amendment (the “Second Amendment”) to the Executive Employment Agreement, dated as of July 30, 2010, as amended on November 22, 2010, is entered into by Quintiles Transnational Corp., a North Carolina corporation (hereinafter “the Company”) and Kevin Gordon (hereinafter “Executive”). This Second Amendment shall be effective as of October 14, 2015 (the “Effective Date”).

WHEREAS, the Company and Executive entered into an Executive Employment Agreement, dated as of July 30, 2010, as amended on November 22, 2010 (the “Employment Agreement”) designating Executive as the Chief Financial Officer of the Company;

WHEREAS, since the date of the Employment Agreement, Executive has assumed additional operational responsibilities, and the Company desires to designate Executive as its Chief Operating Officer, effective immediately, and the Executive desires to accept such position;

WHEREAS, as a result of such new position, it is necessary for the Company to designate a different individual as its Chief Financial Officer; and

WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth below to (i) designate Executive as its Chief Operating Officer, (ii) make appropriate provisions for the transition of the Chief Financial Officer duties to a different individual and (iii) provide a mechanism for the orderly transition of Executive’s duties following his retirement from the Company by procuring a commitment from the Executive to provide consulting services for a period of time following his retirement (at a date not yet determined).

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Nature of Employment . The first sentence of Section 2 of the Employment Agreement shall be deleted and replaced with the following sentence:

2. NATURE OF EMPLOYMENT . Executive shall report to the Chief Executive Officer of the Company and shall serve as Chief Operating Officer, and have such responsibilities and authority as the Company may assign from time to time, commensurate with his title and remuneration. Until such time as the Company appoints a new Chief Financial Officer, Executive shall continue to serve in such role. Following the appointment by the Company of a new Chief Financial Officer, Executive shall assist in the orderly transition of those duties to such designated individual.”

2. Base Salary . The first sentence of Section 3.1 of the Employment Agreement shall be deleted and replaced with the following sentence:

3.1 Base Salary . Executive’s monthly salary for all services rendered shall be $56,250.00 (less applicable withholdings), or $675,000 on an annualized basis, payable in accordance with the Company’s policies, procedures and practices as they may exist from time to time.”

3. Annual Bonus . The following language shall be added to the end of Section 3.2 of the Employment Agreement:

“As a bonus for the 2016 performance year and subsequent years, Executive shall be eligible to participate in the Company’s bonus plan for senior executives at a target level of 100 percent (100%) of his then annual base salary.”


4. Definition of Good Reason . Section 4.2.2 of the Employment Agreement shall be deleted in its entirety and replaced with the following Section 4.2.2:

4.2.2 Executive may terminate Executive’s employment for “Good Reason” if, without the consent of the Executive, any of the following events occur: (i) a change to the Executive’s reporting relationship such that he is no longer reporting to the Chief Executive Officer of the Company; (ii) the Executive’s annual base salary or target bonus opportunity (including any prior increases to such salary or bonus opportunity) is materially reduced; (iii) a material diminution in Executive’s duties or responsibilities, making his position inconsistent with his duties as “C Level” executive; and (iv) a relocation of Executive’s principal workplace as of the date hereof that exceeds fifty (50) miles. Executive agrees to provide the Company with written notice of the event constituting Good Reason within thirty (30) days of becoming aware of the actions or inactions of the Company giving rise to such Good Reason. Such termination for Good Reason shall become effective sixty (60) days following Executive’s written notice, provided the Company has not cured the actions or inactions giving rise to Executive’s notice of termination for Good Reason.”

5. Post-Termination Payments . Section 5.1 of the Employment Agreement shall be deleted in its entirety and replaced with the following Section 5.1:

5.1 The Company’s obligation to compensate Executive ceases on the effective termination date except as to: (i) amounts due at that time; (ii) any amount subsequently due pursuant to the program described in Section 3.2; and (iii) any compensation and/or benefits to which he may be entitled to receive pursuant to Sections 5.2, 5.3, 5.4 or 5.8.”

6. Retirement . The following Section 5.8 shall be added to the Employment Agreement.

5.8 In connection with Executive’s retirement from the Company, the Company and Executive hereby agree to enter into a Consulting and General Release Agreement in the form attached hereto as Exhibit A, which Consulting and General Release Agreement shall be effective as of the Executive’s designated retirement date.”

7. No Other Changes . There are no further changes to the terms of the Employment Agreement. Except as would be inconsistent with the terms of this Second Amendment to the Employment Agreement, all other terms and conditions of the Employment Agreement not otherwise defined in this Second Amendment shall have the meanings ascribed to them in the Employment Agreement.

[Signature Page Follows]


IN WITNESS WHEREOF, the parties have entered into this Second Amendment to the Employment Agreement as of the day and year written below.

 

QUINTILES TRANSNATIONAL CORP.
By:  

/s/ James H. Erlinger III

Name:   James H. Erlinger III
Title:   Executive Vice President, General Counsel and Secretary
Date:   October 14, 2015
KEVIN GORDON
By:  

/s/ Kevin K. Gordon

Name:   Kevin K. Gordon
Title:   Executive Vice President of Operations and Chief Financial Officer
Date:   October 14, 2015


EXHIBIT A

CONSULTING AND GENERAL RELEASE AGREEMENT

This CONSULTING AND GENERAL RELEASE AGREEMENT (the “Consulting Agreement”) is made and entered into between Quintiles Transnational Corp. (the “Company”) and Kevin Gordon (the “Executive” or “Consultant” or “Executive/Consultant”). Throughout the remainder of the Consulting Agreement, the Company and Executive or Consultant may be collectively referred to as “the parties.”

Executive is currently employed under an Executive Employment Agreement with the Company, with an effective date of July 30, 2010, as amended on November 22, 2010 and October 14, 2015 (the “Employment Agreement”). Executive hereby resigns from his employment, and from his officer position as Chief Operating Officer, and all other officer and director positions held with the Company and its subsidiaries and affiliates, effective as of [date]. The Company wishes to retain Executive’s services following his resignation, and the parties have agreed to the terms for a consulting arrangement, as set forth herein, which shall continue for a five (5) month period. The parties agree that, for all purposes, the Executive shall be deemed to have retired from the Company as of [date]. The parties have negotiated the terms of Executive’s termination from employment and of the consulting arrangement, and have agreed upon acceptable terms as described herein.

Executive represents that he has carefully read this entire Consulting Agreement, understands its consequences, and voluntarily enters into it.

In consideration of the above and the mutual promises set forth below, the Executive and the Company agree as follows:

1. RESIGNATION, SEPARATION AND RETIREMENT. Executive hereby resigns from all officer positions with the Company and its subsidiaries and affiliates (including Quintiles Transnational Holdings Inc.), and from his employment with the Company, as of [date] 1 (“ Employment Termination Date ”). Until the Employment Termination Date, Executive shall perform such duties and special projects as he is assigned by the Company, and Executive shall be paid and receive all of his regular existing compensation and benefits through such date (including but not limited to reimbursement for all business expenses incurred on or prior to the Employment Termination Date). The parties acknowledge and agree that, for all purposes, the Executive shall be deemed to have retired from the Company as of [date].

2. POST-TERMINATION BENEFITS . After the Employment Termination Date, except as provided in Sections 3(b) and 3(d), Executive shall not be entitled to disability, accidental death or any other employee benefits, and shall not be a participant in the Company’s 401(k) Plan (the “ 401(k) Plan ”) or any other plan of any type. For the avoidance of doubt, Executive will not be eligible to contribute to his 401(k) plan from the Consulting Fee under Section 3, nor receive matching funds from the Company’s related policies. Nothing in this Consulting Agreement, however, shall be deemed to limit Executive’s continuation coverage rights under COBRA or Executive’s vested rights, if any, under the 401(k) Plan or other plans, and the terms of those plans shall govern.

 

 

1


3. CONSULTING SERVICES, CONSULTING TERM.

(a) Term and Nature of Services . Beginning on the Employment Termination Date and continuing for the five (5) month period following the Employment Termination Date (the “ Consulting Term ”), Executive/Consultant shall provide advice and consultation as reasonably requested by the Company in connection with Executive/Consultant’s knowledge, expertise and areas of prior responsibility for the Company (hereafter, the “Consulting Arrangement”). Executive/Consultant shall be available to provide consulting services at such times and in such amount as requested by the Company, provided that the consulting services shall be performable by Executive/Consultant at reasonable times, by telephone or email, and in a manner that will not conflict with Executive’s/Consultant’s personal or business obligations. The Company also hereby indemnifies Executive/Consultant, with respect to his provision of the consulting services, to the fullest extent that would be permitted by law (including a payment of expenses in advance of final disposition of a proceeding) and in the same manner as would be required pursuant to Section 12 of the Employment Agreement had Executive/Consultant remained employed by the Company during the Consulting Term.

(b) Consulting Fee. The Company shall pay Executive/Consultant a Consulting Fee as follows: (i) during the initial first (1 st ) and second (2 nd ) months of the Consulting Term, the Company shall pay Executive/Consultant the amount of his then current monthly base salary, regardless of the number of hours spent by Executive/Consultant on such consulting services, paid in monthly installments, and the Company shall reimburse Executive/Consultant for all expenses incurred by Consultant in connection with the performance of the consulting services; (ii) during the third (3 rd ), fourth (4 th ) and fifth (5 th ) months of the Consulting Term, the Company shall pay Executive/Consultant $5,000 per month, regardless of the number of hours spent by Executive/Consultant on such consulting services, paid in monthly installments, and the Company shall reimburse Executive/Consultant for all expenses incurred by Consultant in connection with the performance of the consulting services; and (iii) within seventy-five (75) days following the commencement of the Consulting Term, Company shall pay Executive/Consultant a lump sum payment, less any applicable withholdings, equal to $18,000 in lieu of the Company’s provision of any medical and other benefits during the Consulting Term. In the event of the death of the Executive, all payments payable hereunder, except for the payment due under Section 3(b)(i) and Section 3(b)(ii), shall become payable to the Executive’s estate on the same schedule as otherwise due to Executive/Consultant.

(c) Independent Contractor Status. The parties hereby acknowledge and agree that Executive/Consultant’s consulting services for the Company under this Consulting Arrangement shall be provided strictly as an independent contractor. Nothing in this Consulting Agreement shall be construed to render him an employee, co-venturer, agent, or other representative of the Company during the Consulting Term. Executive/Consultant understands that he must comply with all tax laws applicable to a self-employed individual, including the filing of any necessary tax returns and the payment of all income and self-employment taxes. The Company shall not be required to withhold from the consulting fee any state or federal income taxes or to make payments for Social Security (“FICA”) tax, unemployment insurance, or any other payroll taxes. The Company shall not be responsible for, and shall not obtain, worker’s compensation, disability benefits insurance, or unemployment security insurance coverage for Executive/Consultant. Executive/Consultant is not eligible for, nor entitled to, and shall not participate in, any of the Company’s benefit plans (except as set forth in Sections 3(b) or 3(d)). Consistent with his duties and obligations under this Consulting Agreement, Executive/Consultant shall, at all times, maintain sole and exclusive control over the manner and method by which he performs his consulting services.

 

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(d) Incentive Awards. For the avoidance of doubt, the parties acknowledge and agree that Executive/Consultant and the Company will continue to have a service relationship during the Consulting Term for purposes of the Company’s restricted stock unit, performance unit, stock and option plans and programs, and Executive/Consultant’s restricted stock unit, performance unit, stock and option agreements, and that no termination or pending termination is triggered by the Employment Termination Date in light of the continuing service relationship. The parties intend that Executive/Consultant’s separation from service at the end of the Consulting Term will be considered a retirement under the Company’s restricted stock unit, performance unit, stock and option plans and programs, and Executive/Consultant’s restricted stock unit, performance unit, stock and option agreements, and that Executive shall be treated for such purposes as if his employment had continued through the end of the Consulting Term for all purposes thereunder (including, without limitation, vesting). The Company confirms that the “Committee” (as defined in the Company’s restricted stock unit, performance unit, stock and option plans) has approved Executive’s retirement as of the last day of the Consulting Term for all purposes. In the event of a conflict between the terms of this Consulting Agreement, including this Section 3(d), and any of the Company’s restricted stock unit, performance unit, stock and option plans and programs, and Executive/Consultant’s restricted stock unit, performance unit, stock and option agreements, the terms of this Consulting Agreement shall control.

4. ADEQUACY OF CONSIDERATION. Executive/Consultant acknowledges that the benefits available to him under this Consulting Agreement are significant, are of greater value than the benefits to which he would be entitled to receive if he did not sign this Consulting Agreement, and constitute adequate consideration for the releases of claims, under Sections 7 and 8 of this Consulting Agreement.

5. EMPLOYMENT AGREEMENT. Executive/Consultant acknowledges and agrees that this Consulting Agreement provides him with more benefits than those to which he would be entitled under the Employment Agreement, and agrees that the Employment Agreement is hereby terminated, except that Executive/Consultant acknowledges and agrees that: (i) Sections 6.1, 6.2, 6.3, 7, 8, 9, 12, 13 and 17 through 19 of the Employment Agreement shall survive such termination, as modified by this Section 5; (ii) Section 6.1 of the Employment Agreement will continue to apply to information obtained by Executive/Consultant during the Consulting Term; and (iii) the terms of Section 6.3 (Competitive Business Activities) of the Employment Agreement shall be modified to extend for the two (2) year period following the date that is two months after the Employment Termination Date.

6. COMPANY PROPERTY. Upon the expiration of the Consulting Term as provided in Section 3(a), Executive/Consultant shall: (i) deliver to the Company all records, memoranda, data, documents and other property of any description which refer or relate in any way to trade secrets or confidential information, including all copies thereof, which are in his possession, custody or control; (ii) deliver to the Company all Company property (including, but not limited to, keys, credit cards, computers, client files, contracts, proposals, work in process, manuals, forms, computer stored work in process and other computer data, research materials, other items of business information concerning any Company customer or client or potential prospect to purchase some or all of the Company’s assets, or Company business or business methods, including all copies thereof) which is in his possession, custody or control and (iii) prior to the Employment Termination Date, and if necessary during the Consulting Term, fully cooperate with the Company in winding up his work and transferring that work to other individuals designated by the Company.

7. RELEASE. In consideration of the benefits conferred by this CONSULTING AGREEMENT, EXECUTIVE/CONSULTANT (ON BEHALF OF HIMSELF, HIS FAMILY

 

3


MEMBERS, HEIRS, ASSIGNS, EXECUTORS AND OTHER REPRESENTATIVES) RELEASES THE COMPANY AND ITS PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND ITS AND/OR THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND ITS AND/OR THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EXECUTIVES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EXECUTIVE/CONSULTANT BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS) AND AGENTS (“RELEASEES”) FROM ALL CLAIMS AND WAIVES ALL RIGHTS KNOWN OR UNKNOWN, HE MAY HAVE OR CLAIM TO HAVE IN EACH CASE RELATING TO HIS EMPLOYMENT WITH THE COMPANY, OR HIS SEPARATION THEREFROM arising before the execution of this Consulting Agreement by Executive, including but not limited to claims for: (i) discrimination, harassment or retaliation arising under any federal, state or local laws, or the equivalent applicable laws of a foreign country, prohibiting age (including but not limited to claims under the Age Discrimination in Employment Act of 1967 (ADEA), as amended, and the Older Worker Benefit Protection Act of 1990 (OWBPA)), sex, national origin, race, religion, disability, veteran status or other protected class discrimination, the Family and Medical Leave Act, as amended (FMLA), harassment or retaliation for protected activity; (ii) for compensation, commission payments, bonus payments and/or benefits including but not limited to claims under the Fair Labor Standards Act of 1938 (FLSA), as amended, the Employee Retirement Income Security Act of 1974, as amended (ERISA), the Family and Medical Leave Act, as amended (FMLA), and similar federal, state, and local laws, or the applicable laws of any foreign country; (iii) under federal, state or local law, or the applicable laws of any foreign country, of any nature whatsoever, including but not limited to constitutional, statutory; and common law; and (iv) attorneys’ fees. Executive/Consultant specifically waives his right to bring or participate in any class or collective action against the Company. Provided, however, that this release does not apply to claims by Executive/Consultant: (aa) for workers’ compensation benefits or unemployment benefits filed with the applicable state agencies; (bb) for vested pension or retirement benefits including under the Company’s 401(k) plan; (cc) to continuation coverage under COBRA, or equivalent applicable law; (dd) to rights he may have to indemnification by the Company pursuant to the Company’s bylaws, articles of incorporation, insurance policies, this Consulting Agreement, Section 12 of the Employment Agreement (which Section, for the avoidance of doubt, remains in full force and effect) or under applicable law; (ee) to rights arising out of his ownership of stock or options in the Company or its affiliates; (ff) to rights that cannot lawfully be released by a private settlement agreement; (gg) to claims or rights that arise or accrue after Executive’s execution of this Consulting Agreement; or (hh) to enforce, or for a breach of, this Consulting Agreement (the “Reserved Claims”). For the purpose of implementing a full and complete release and discharge, Executive/Consultant expressly acknowledges that this Consulting Agreement is intended to include in its effect, without limitation, all claims which he does not know or suspect to exist in his favor at the time of execution hereof, and that this Consulting Agreement contemplated the extinguishment of any such claim or claims.

8. COVENANT NOT TO SUE. In consideration of the benefits offered to Executive, Executive/Consultant will not sue Releasees on any of the released claims or on any matters relating to his employment arising before the execution of this Consulting Agreement other than with respect to the Reserved Claims, including but not limited to claims under the ADEA, or join as a party with others who may sue Releasees on any such claims; provided, however, this paragraph will not bar a challenge under the OWBPA to the enforceability of the waiver and release of ADEA claims set forth in this Consulting Agreement, the Reserved Claims, or where otherwise prohibited by law. If Executive/Consultant does not abide by this paragraph, then (i) he will return all monies received under this Consulting Agreement and indemnify Releasees for all expenses incurred in defending the action, and (ii) Releasees will be relieved of their obligations hereunder.

 

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9. RIGHT TO REVIEW. The Company delivered this Consulting Agreement, containing the release language set forth in Sections 7 and 8, to Executive/Consultant via email on [date] (the “Notification Date”), and informed him that it desires that he have adequate time and opportunity to review and understand the consequences of entering into it. The Company advises Executive/Consultant as follows:

 

    Executive/Consultant should consult with his attorney prior to executing the Consulting Agreement; and

 

    Executive/Consultant has 21 days from the Notification Date within which to consider it.

Executive/Consultant must return an executed copy of the Consulting Agreement to the Company on or before the 22nd day following the Notification Date. Executive acknowledges and understands that he is not required to use the entire 21-day review period and may execute and return this Consulting Agreement at any time before the 22nd day following the Notification Date. If, however, Executive does not execute and return an executed copy of this Consulting Agreement on or before the 22nd day following the Notification Date, this Consulting Agreement shall become null and void. This executed Consulting Agreement shall be returned to: James Erlinger, Executive Vice President and General Counsel, Quintiles Transnational Corp., 4820 Emperor Blvd., Durham, NC 27703.

10. REVOCATION. Executive/Consultant may revoke the Consulting Agreement during the seven (7) day period immediately following his execution of it. This Consulting Agreement will not become effective or enforceable until the revocation period has expired. To revoke this General Release Agreement, a written notice of revocation must be delivered to: James Erlinger, Executive Vice President and General Counsel, Quintiles Transnational Corp., 4820 Emperor Blvd., Durham, NC 27703.

11. AGENCY CHARGES/INVESTIGATIONS. Nothing in this Consulting Agreement shall prohibit Executive/Consultant from filing a charge or participating in an investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission or other governmental agency with jurisdiction concerning the terms, conditions and privileges of his employment; provided, however, that by signing this Consulting Agreement, Executive/Consultant waives his right to, and shall not seek or accept, any monetary or other relief of any nature whatsoever in connection with any such charges, investigations or proceedings.

12. NONDISPARAGEMENT. Both parties warrant that going forward neither party, nor any of its respective agents, directors or officers, will make disparaging, defaming or derogatory remarks about the other or their respective services, business practices, directors, officers, managers, or executives, as applicable, to anyone.

13. REFERENCES. Executive/Consultant agrees that he will direct all written inquiries from prospective employers to the Work Number: www.theworknumber.com . Executive/Consultant acknowledges and agrees that, consistent with its usual practices, the Company will provide only information about Executive/Consultant’s positions, dates of employment and salary.

14. DISCLAIMER OF LIABILITY. Nothing in this Consulting Agreement is to be construed as either an admission of liability or admission of wrongdoing on the part of either party, each of which denies any liabilities or wrongdoing on its part.

 

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15. GOVERNING LAW. This Consulting Agreement shall be governed by the laws of North Carolina, without regard to its conflict of laws provisions and the applicable provisions of federal law, including, but not limited to, the ADEA and OWBPA.

16. ENTIRE AGREEMENT. Except as expressly provided herein, this Consulting Agreement: (i) supersedes and cancels all other understandings and agreements, oral or written, with respect to Executive’s employment with the Company; (ii) supersedes all other understandings and agreements, oral or written, between the parties with respect to the subject matter of this Consulting Agreement; and (iii) constitutes the sole agreement between the parties with respect to this subject matter. Each party acknowledges that: (i) no representations, inducements, promises or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Consulting Agreement; and (ii) no agreement, statement or promise not contained in this Consulting Agreement shall be valid. No change or modification of this Consulting Agreement shall be valid or binding upon the parties unless such change or modification is in writing and is signed by the parties

17. SEVERABILITY: SEPARATE AND INDEPENDENT COVENANTS. If any portion, provision, or part of this Consulting Agreement is held, determined, or adjudicated by any court of competent jurisdiction to be invalid, unenforceable, void, or voidable for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions, or parts of this Consulting Agreement, and such determination or adjudication shall not affect the validity or enforceability of such remaining portions, provisions, or parts. The Company acknowledges and agrees that each of Executive’s covenants in this Agreement or the Employment Agreement shall be construed for all purposes to be separate and independent from any other covenant, whether in this Consulting Agreement or otherwise, and the existence of any claim by the Company or any of its affiliates against Executive under this Consulting Agreement, the Employment Agreement or otherwise, will not excuse the Company’s breach of any covenant contained in this Consulting Agreement.

18. SECTION 409A OF THE INTERNAL REVENUE CODE.

(a) Parties’ Intent. The parties intend that no payments or benefits hereunder shall constitute non-qualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Consulting Agreement shall be construed in a manner consistent with such intention. If any provision of this Consulting Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive/Consultant to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided , that to the maximum extent practicable, the original intent and economic benefit to Executive/Consultant and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive/Consultant participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith.

 

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(b) Separation from Service. A termination of employment or separation from service shall not be deemed to have occurred for purposes of any provision of this Consulting Agreement providing for the payment of any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A upon or following a termination of employment or separation from service unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Consulting Agreement, references to a “termination,” “termination of employment,” “separation from service” or like terms shall mean Separation from Service.

(c) Separate Payments. Each installment payment required under this Consulting Agreement shall be considered a separate payment for purposes of Section 409A.

(d) Delayed Distribution to Specified Employees. If the Company determines in accordance with Sections 409A and 416(i) of the Code and the regulations promulgated thereunder, in the Company’s sole discretion, that Executive/Consultant is a Specified Employee of the Company on the date he experiences a separation from service with the Company and that a delay in benefits provided under this Consulting Agreement is necessary to comply with Code Section 409A(A)(2)(B)(i), then any post separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Consulting Agreement, and not otherwise exempt from Section 409A, shall be delayed for a period of six (6) months following the date of Executive/consultant’s separation from service (the “409A Delay Period”). In such event, any post separation payments and the cost of any continuation of benefits provided under this Consulting Agreement that would otherwise be due and payable to Executive/Consultant during the 409A Delay Period shall be paid to Executive/Consultant in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Consulting Agreement, “Specified” shall mean an employee who, on an Identification Date (“Identification Date” shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. If Executive/Consultant is identified as a Specified Employee on an Identification Date, then Executive/Consultant shall be considered a Specified Employee for purposes of this Consulting Agreement during the period beginning on the first April 1 following the Identification Date and ending on the following March 31.

19. COUNTERPARTS. This Consulting Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Any party hereto may execute this Consulting Agreement by signing any such counterpart.

20. WAIVER OF BREACH. A waiver of any breach of this Consulting Agreement shall not constitute a waiver of any other provision of this Consulting Agreement or any subsequent breach of this Consulting Agreement.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties have entered into this Consulting Agreement as of the day and year written below.

 

QUINTILES TRANSNATIONAL CORP.
By:  

 

Name:  
Title:  
Date:  
KEVIN GORDON
By:  

 

Name:  
Title:  
Date:  

 

8

Exhibit 10.2

 

LOGO

NON-COMPETITION, NON-SOLICITATION, CONFIDENTIALITY AND IP AGREEMENT

This Non-Competition, Non-Solicitation, Confidentiality and IP Agreement (the “ Agreement ”) is made and entered into as of the date written below by and between [Name] (the “ Executive ”) and Quintiles Transnational Corp., a North Carolina corporation (the “ Company ”).

WHEREAS, Executive is being hired to a senior position with the Company and will have responsibilities that embrace all of the services provided by the Company and will have access to confidential information and trade secrets of the Company and its Affiliates, including but not limited to valuable information about their worldwide business operations and the persons and entities with which they do business in various locations throughout the world and will develop relationships with their customers and others with which they do business in various locations throughout the world; and

WHEREAS, Executive agrees that because of the information and relationships to which Executive will be exposed during the course of Executive’s employment with the Company, it would be harmful to the Company for Executive to compete with the Company or solicit its clients, customers or employees in the manner prohibited by this Agreement and that the Company has a legitimate business interest in protecting itself from such competition and solicitation.

NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:

1. Nondisclosure .

1.1. Recognition of Company’s Rights; Nondisclosure . Executive understands and acknowledges that during the course of employment by the Company, Executive will have access to and learn about Confidential Information, as defined below, relating to the Company and its Affiliates, and the Company Business. Executive further understands and acknowledges that this Confidential Information, and the Company’s ability to reserve it for the exclusive knowledge and use of the Company and its Affiliates, is of great competitive importance and commercial value to the company, and that improper use or disclosure of the Confidential Information by Executive will cause irreparable harm to the Company and its Affiliates, for which remedies at law will not be adequate. At all times during Executive’s employment and thereafter, Executive will hold in strictest confidence and will not disclose or use any Confidential Information, except as such disclosure or use may be required in connection with Executive’s work for the Company, or unless and to the extent the Company expressly authorizes such in writing. Executive will obtain the Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise, including without limitation presentations, abstracts or posters) that relates to Executive’s work at the Company, relates to the Company’s Business, and/or incorporates any Confidential Information.

1.2. Assignment . Executive agrees to assign and hereby assigns to the Company any rights Executive may have or acquire in any knowledge, data or information that is made, authored, conceived, developed, or reduced to practice by Executive during the period of Executive’s employment with the Company and which (but for Executive’s rights therein) would constitute Confidential Information, and Executive recognizes that all Confidential Information shall be the sole property of the Company.


1.3. Subpoena or Court Order . If Executive is required to disclose Confidential Information pursuant to a court order, subpoena or other government process or such disclosure is necessary to comply with applicable law or defend against claims, Executive shall: (i) notify the Company promptly before any such disclosure is made; (ii) at the Company’s request and expense take all reasonably necessary steps to defend against such disclosure, including defending against the enforcement of the court order, other government process or claims; and (iii) permit the Company to participate with counsel of its choice in any proceeding relating to any such court order, subpoena, other government process or claims.

1.4. Duration of Confidentiality Obligations . Executive understands and acknowledges that Executive’s obligations under this Agreement with regard to any particular Confidential Information or Trade Secret shall commence immediately upon Executive first having access to such Confidential Information or Trade Secret (whether before or after Executive begins employment with the Company) and shall continue during and after Executive’s employment by the Company until such time as such Confidential Information or Trade Secret has become public knowledge other than as a result of Executive’s breach of this Agreement or breach by those acting in concert with Executive or on Executive’s behalf and shall not continue longer than ten (10) years after Executive’s separation from service.

1.5. Confidential Information . The term “ Confidential Information ” includes, but is not limited to: (i) all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to the Company Business, is of value and is treated as confidential, including, but not limited to, future business plans, financial information, business plans, strategic plans, pricing information, licensing strategies, advertising campaigns, information regarding executives and employees, and the terms and conditions of this Agreement; and (ii) information of the Company, or its Affiliates and its and/or their licensors, suppliers, customers, or prospective licensors or customers, including, but not limited to, data, formulas, patterns, compilations, programs, devices, methods, techniques, processes, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers, which: (aa) derives independent actual or potential commercial value, from not being generally known to or readily ascertainable through independent development or reverse engineering by persons or entities who can obtain economic value from its disclosure or use; and (bb) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Notwithstanding anything otherwise in this Agreement to the contrary, Confidential Information shall not include information that is generally known or available to the public unless such information became so known or available as a consequence of a breach by Executive of Executive’s obligations pursuant to this Agreement.

1.6. Third Party Information . Executive understands, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“ Third Party Information ”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Executive’s employment and thereafter, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone or use the Third Party Information, except as and to the extent permitted under this Agreement with respect to Confidential Information in connection with Executive’s work for the Company.

1.7. No Improper Use of Information of Prior Employers and Others . During Executive’s employment by the Company, Executive will not improperly use or disclose any Confidential Information, if any, of any former employer or any other person to whom Executive has an obligation of confidentiality. Executive will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Executive has an obligation

 

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of confidentiality unless consented to in writing by that former employer or person. Executive will use in the performance of Executive’s duties only information which is generally known and used by persons with training and experience comparable to Executive’s own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company or Executive. Executive represents that Executive’s performance of all the terms of this Agreement and as an employee of the Company will be consistent with the obligations set forth in Section 1 of this Agreement.

1.8. Acknowledgement upon Termination of Employment . Executive agrees that upon termination of Executive’s employment, without limiting Executive’s obligations hereunder, and if requested by the Company, Executive will acknowledge Executive’s possession of Confidential Information by signing an appropriate list of all Confidential Information of which Executive has knowledge or about which Executive has acquired information.

2. Competitive Business Activities . Executive acknowledges that by virtue of Executive’s employment by and senior position with the Company, (i) Executive will have responsibilities that embrace each of the services provided within the Company Business (as defined in Section 2.8); (ii) the Company operates the Company Business through employees of Company as well as a network of entities subsidiary to or affiliated with the Company, or owned by subsidiaries or Affiliates of the Company located throughout the world; (iii) by virtue of Executive’s employment by and senior position with the Company, Executive will have access to Confidential Information (as defined in this Agreement) of the Company and its Affiliates, including but not limited to valuable information about their worldwide business operations and the persons and entities with which they do business in various locations throughout the world and will develop relationships with their customers and others with which they do business in various locations throughout the world; and (iv) the restrictions set forth in this Section 1 are reasonably necessary to protect the Company’s legitimate business interests, are reasonable as to time, territory, and scope of prohibited activities, do not interfere with the public policy or public interest, and are described with sufficient accuracy and definiteness to enable Executive to understand the scope of the restrictions imposed.

2.1. Covenant Not to Compete. During Executive’s employment and the twelve (12) month period following Executive’s employment, Executive shall not, within the geographic territory identified in Section 2.4, do any of the following, whether or his own behalf or as an officer, director, stockholder, partner, associate, owner, employee, consultant or independent contractor, nor shall Executive provide material assistance to any other person or entity to do so:

 

  (a) engage in the Company Business in competition with the Company or any Restricted Affiliate;

 

  (b) engage in the Company Business in any role that is the same as or materially similar to the role that he performed for the Company, in competition with the Company or any Restricted Affiliate; or

 

  (c) engage in the Company Business in competition with the Company or any Restricted Affiliate, in any role the performance of which would be reasonably presumed to require or involve the use or disclosure of Confidential Information.

2.2. Covenant Not to Solicit Customers . During Executive’s employment and the twelve (12) month period following Executive’s employment, Executive shall not, within the geographic territory identified in Section 2.4, engage in the following activities, whether on his own behalf or as an officer, director, stockholder, partner, associate, owner, employee, consultant or independent contractor, nor shall Executive provide material assistance to any other person or entity to do so:

 

  (a) solicit any customer of the Company or any customer of any Restricted Affiliate, to obtain services that the customer had obtained from the Company or Affiliate from an entity in competition with the Company or Restricted Affiliate;

 

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  (b) solicit any person or entity which Executive serviced, contracted with or negotiated with on behalf of the Company or any Restricted Affiliate to obtain services that the customer had obtained from the Company or a Restricted Affiliate from an entity in competition with the Company or Restricted Affiliate;

 

  (c) solicit any person or entity which any employee of Company or any Restricted Affiliate for whom Executive was responsible, serviced, contracted with or negotiated with on behalf of the Company or any Restricted Affiliate, to obtain services that the customer had obtained from the Company or Affiliate from an entity in competition with the Company or Restricted Affiliate;

 

  (d) solicit any customer of the Company or any Restricted Affiliate, the effective solicitation of which would reasonably be expected to benefited by the knowledge of Confidential Information, to obtain services that the customer had obtained from the Company or an Restricted Affiliate from an entity in competition with the Company or an Restricted Affiliate;

 

  (e) solicit any vendor or supplier of the Company or a Restricted Affiliate to cease doing business with the Company or Restricted Affiliate, or to provide services to an entity in competition with the Company or any Restricted Affiliate the effect of which would be to eliminate or diminish the provision of services to the Company or an Restricted Affiliate; or

 

  (f) encourage any customer of the Company or any Restricted Affiliate to cancel, terminate or refrain from renewing or continuing any contract or business relationship with the Company or a Restricted Affiliate or to otherwise diminish that Customer’s relationship with the Company or any Restricted Affiliate.

2.3. Covenant Not to Solicit or Hire Employees . During Executive’s employment and the twelve (12) month period following Executive’s employment, Executive shall not, engage in the following activities, whether or his own behalf or as an officer, director, stockholder, partner, associate, owner, employee, consultant or independent contractor, nor shall Executive provide material assistance to any other person or entity to do so:

 

  (a) offer employment to, solicit for employment or hire any employee of the Company or any a Restricted Affiliate or any person who was employed by the Company or any a Restricted Affiliate during the one year period prior to the termination of Executive’s employment by the Company;

 

  (b) offer employment to, solicit for employment or hire any employee of Company or any a Restricted Affiliate with respect to whom Executive had responsibility at the time of the termination of Executive’s employment by the Company or during the one year period prior to Executive’s termination by Company;

 

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  (c) offer employment to, solicit for employment or hire any employee of Company or any a Restricted Affiliate who was personally known to Executive; or

 

  (d) offer employment to, solicit for employment or hire any employee of Company or any a Restricted Affiliate with respect to whom Executive had responsibility at the time of the termination of Executive’s employment by the Company or during the one year period prior to Executive’s termination by Company, who was personally known to Executive.

2.4. Geographic Territory . In recognition of the worldwide presence of the Company, the worldwide extent of Executive’s responsibilities, the breadth of Executive’s knowledge of Confidential Information relevant to the operations of the Company and its Affiliates worldwide, and the relationships with customers, potential customers and contacts important to the Company Business that Executive will develop and that will be available to him as a consequence of the goodwill of the Company worldwide, Executive agrees that the restrictions set forth in Sections 2.1 and 2.2 above will apply to the broadest geographic territory possible, including the following geographical regions: ( a ) the world; ( b ) the United States; ( c ) any country in which Executive worked, had responsibility or provided services on behalf of the Company or a Restricted Affiliate; ( d ) any country in which any employee of the Company or any Restricted Affiliate who was supervised by Executive, either directly or through other supervisors, had responsibility, provided services or worked; ( e ) any State of the United States, or similar political subdivision in a foreign country, in which Executive worked or provided services on behalf of the Company or any a Restricted Affiliate; ( f ) any State of the United States, or similar political subdivision of any foreign country in which any employee of the Company or any Restricted Affiliate who was supervised by Executive had responsibility, provided services or worked; ( g ) any city, or any county or similar political subdivision in any foreign country, in which Executive had responsibility, worked or provided services on behalf of the Company or any a Restricted Affiliate; ( h ) any city, or any county or similar political subdivision in any foreign country in which any employee of Company or any a Restricted Affiliate who was supervised by Executive had responsibility, worked or provided services on behalf of Company or any Restricted Affiliate; ( i ) any State, city, metropolitan area or country (or similar political subdivisions in any foreign country) in which Company or any a Restricted Affiliate is located or does business.

2.5. Exclusion . Notwithstanding the foregoing, Executive’s ownership of not more than one (1) percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter markets shall not violate this Section 1.

2.6. Breach by Company . In no event shall any breach by the Company of any provision of this Agreement, or any allegation of such breach, excuse Executive from the restrictions imposed by this this Section 1.

2.7. Tolling . The period during which Executive must refrain from the activities set forth in Sections 2.1, 2.2 and 2.3 shall be tolled during any period in which he fails to abide by those provisions.

2.8. Definitions . As used in this Agreement:

 

  (a) Affiliate(s) ” shall mean: ( i ) any company’s parent, subsidiary or related entity; and/or ( ii ) any entity directly or indirectly controlled or beneficially owned in whole or part by a company or company’s parent, subsidiary or related entity.

 

  (b) Company Business ” shall mean the business engaged in by the Company, and its Restricted Affiliates, that includes but is not limited to the provision of contract research, sales and marketing services, and consulting on health information services and healthcare policy to pharmaceutical, biotechnology, medical device and healthcare entities.

 

  (c) Restricted Affiliates ” shall mean any Affiliate of the Company with which Executive worked, had responsibility or supervisory authority, or which uses Confidential Information of the Company about which Executive has knowledge.

 

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3. Assignment of Inventions .

3.1. Proprietary Rights; Inventions . The term “ Proprietary Rights ” shall mean all trade secret, patent, copyright, mask work, trademark and other intellectual property rights throughout the world. The term “Inventions” shall mean any and all inventions, improvements, know-how, trade secrets, confidential and proprietary information, trademarks, service marks and other indicia of origin, websites, URLs, domain names, software programs, discoveries, conceptions, preparations and developments, in all stages of development, whether or not eligible for or covered by patent, copyright or trade secret protection.

3.2. Prior Inventions . Inventions, if any, patented or unpatented, which Executive made prior to the beginning of Executive’s employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, Executive has provided to Company a complete list of all Inventions that Executive has, alone or jointly with others, made, authored, conceived, developed, or reduced to practice or caused to be made, authored, conceived, developed, or reduced to practice prior to the beginning of Executive’s employment with the Company, that Executive considers to be Executive’s property or the property of third parties and that Executive wish to have excluded from the scope of this Agreement (collectively, “ Prior Inventions ”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in his disclosure to the Company but is only to disclose a cursory name for each such Invention, a listing of the party to whom it belongs and the fact that full disclosure as to such Inventions has not been made for that reason. If no such disclosure is attached, Executive represents that there are no Prior Inventions. Notwithstanding anything to the contrary in this Agreement, Executive agrees that Executive will not incorporate, or permit to be incorporated, any Inventions in which Executive or any third parties own any rights in any Company product, process, service, machine, or other Company Inventions (as defined below) without the Company’s prior written consent. Without limiting any other remedy to which the Company may be entitled, if in the course of Executive’s employment with the Company, (a) Executive incorporates an Invention that Executive owns or controls into a Company product, process, service, machine, or other Company Invention, Executive agrees to grant and hereby grants to the Company a nonexclusive, royalty-free, paid-up irrevocable, perpetual, transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under such Inventions and all Proprietary Rights therein to make, have made, modify, use, sell, have sold, import, export and otherwise exploit any and all products, processes, services, machines or other Company Inventions, and (b) Executive incorporates an Invention that Executive does not own or control into a Company product, process, service, machine, or other Company Invention, Executive shall take all reasonable action necessary to cause the third party who owns or controls such Invention to grant to the Company the rights described in the foregoing sentence.

3.3. Assignment of Inventions . Executive agrees to assign and hereby assigns all Executive’s right, title and interest in and to any and all Inventions and all Proprietary Rights with respect thereto (except to the extent that such Inventions constitute works for hire or otherwise belong to the Company by operation of law), which (a) are related to the Company’s Business or actual or demonstrably anticipated research or development or (b) are developed during Company time or using Company resources, and that in each case are made, authored, conceived, developed, or reduced to practice by

 

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Executive, either alone or jointly with others, during the period of Executive’s employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 3.3, are hereinafter referred to as “ Company Inventions .” Executive further agrees to waive and hereby waives and agrees never to assert any and all moral rights in any Company Inventions, such as the right to be named as author, the right to modify, the right to prevent mutilation and the right to prevent commercial exploitation, whether arising under the Berne Convention or otherwise, and all other similar rights regardless of whether such right is denominated or generally referred to as a “moral right.”

3.4. Obligation to Keep Company Informed . Executive will promptly disclose to the Company fully and in writing all Inventions that are made, authored, conceived, developed or reduced to practice by Executive, either alone or jointly with others, during the period of Executive’s employment with the Company and for a two (2) year period thereafter. At the time of each such disclosure, Executive will advise the Company in writing of any Inventions that Executive believes are non-assignable Inventions under the provisions of N.C. GEN. STAT. §66-57.1 (Inventions that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facility or trade secret information, unless such Invention (a) relates to the Company’s Business or actual or demonstrably anticipated research or development, or (b) results from any work performed by Executive for the Company) and Executive will at that time provide to the Company in writing all evidence necessary to substantiate that conclusion.

3.5. Works for Hire . Executive acknowledges and agrees that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of Executive’s employment and which are protectable by copyright are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101).

3.6. Enforcement of Proprietary Rights . Executive agrees that Executive will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end Executive will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive agrees that Executive will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. Any such assistance provided during the term of Executive’s employment will be provided without additional compensation. Executive’s obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of Executive’s employment, but the Company shall compensate Executive at a reasonable rate after Executive’s termination for the time actually spent by Executive and for any reasonable expenses actually incurred by Executive thereafter at the Company’s request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure Executive’s signature on any document needed in connection with the actions specified in the preceding paragraph, Executive hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as Executive’s agent and attorney in fact, which appointment is coupled with an interest, to act for and on Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by Executive. Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

3.7. Irrevocable Assignment . The Company’s ownership of all Company Inventions that are made, authored, conceived, developed or reduced to practice by Executive, either alone or jointly with others, during the period of Executive’s employment with the Company, as assigned to the Company

 

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pursuant to this Agreement or by operation of law, shall not be subject to revocation or rescission in the event of a dispute between the Company and Executive concerning payment of compensation or benefits to Executive, unless Executive proves that the Company acquired ownership thereof fraudulently.

4. Non-Disparagement . Executive agrees not to make any disclosures, issue any statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage the Company, its officers or directors, its business, services, products, technologies and/or personnel. Nothing in this section is intended, nor shall be construed, to (a) prohibit Executive from any communications to, or participation in any investigation or proceeding conducted by, any governmental agency with jurisdiction concerning the terms, conditions and privileges of employment or jurisdiction over the Company’s business, or (b) prevent Executive from otherwise engaging in any legally protected activity.

5. Records . Executive agrees to keep and maintain adequate and current records of all Confidential Information learned or received by Executive and all Inventions made, authored, conceived, developed or reduced to practice by Executive during the period of Executive’s employment at the Company, which records shall be available to, and to the extent constituting Confidential Information or Company Inventions shall remain the sole property of, the Company at all times.

6. No Conflicting Obligation . Executive represents that Executive’s performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any (a) agreement to keep in confidence information acquired by Executive in confidence or in trust prior to Executive’s employment by the Company, or (b) agreement with or obligation to any third party to which he is otherwise bound, or faculty or staff appointment with a university, government or other research institution). Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement, either written or oral, in conflict herewith.

7. Return of Company Materials . When Executive leaves the employ of the Company, Executives agrees that: (a) Executive will return all the Company property (including, but not limited to, credit cards; keys; company car; cell phone; air card; access cards; thumb drive(s), laptop(s), personal digital devices and all other computer hardware and software; records, files, documents, manuals, and other documents in whatever form they exist, whether electronic, hard copy or otherwise and all copies, notes or summaries thereof which Executive created, received or otherwise obtained in connection with Executive’s employment); (b) Executive will not delete any emails, files or other information from any Company computer or device prior to Executive’s return of the property except in strict accordance with Company policy; and (c) Executive will permanently delete any Company information that may reside on Executive’s personal computer(s), other devices or accounts and submit all personal computers, phones and other devices which Executive used for Company business, and will identify all personal accounts on which Company information has been placed and related passwords, to a third party vendor, as may be designated by the Company, for inspection and removal of any Company-related information. Executive further agrees that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.

8. Publicity . Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of Executive’s name, voice, likeness, image, appearance and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes and all other printed and electronic forms and media throughout the world, at any time during or after the period of his employment by the Company, for all legitimate commercial and business purposes of the Company without further consent from or royalty, payment or other compensation to Executive.

 

8


9. Legal and Equitable Remedies for Breach of Certain Provisions . Executive acknowledges that his failure to abide by Sections 1 (Competitive Business Activities), 1 (Nondisclosure), 3 (Inventions) of this Agreement would cause irreparable harm to the Company and/or its Affiliates for which legal remedies would be inadequate. Therefore, in addition to any legal or other relief to which the Company and/or its Affiliates may be entitled by virtue of Executive’s failure to abide by these provisions: (a) the Company will be released of its obligations to make any post-termination payments, including but not limited to those available pursuant to any employment contract or agreement or severance plan in which Executive participates; (b) the Company may seek legal and equitable relief, including but not limited to preliminary and permanent injunctive relief, for Executive’s actual or threatened failure to abide by these provisions; (c) Executive will return all post-termination payments received, including but not limited to those received pursuant to any employment contract or agreement or severance plan in which Executive participates hereof; and (d) if, as a result of Executive’s failure to abide by the Competitive Business Activities provisions, any commission or fee becomes payable to Executive or to any person, corporation or other entity with which Executive has become employed or otherwise associated, Executive shall pay the Company or cause the person, corporation or other entity with whom he has become employed or otherwise associated to pay the Company an amount equal to such commission or fee. In the event that the Company exercises its right to discontinue payments under this provision and/or Executive returns all post-termination payments received pursuant to this Agreement, Executive shall remain obligated to abide by the terms of this Agreement, including but not limited to Sections 1 (Nondisclosure), 2 (Competitive Business Activities), 3 (Inventions) set forth in this Agreement. Executive agrees that, in the event Executive breaches or threatens to breach any of the provisions of this Agreement, the Company shall be entitled to recover from the Executive all expenses incurred by it in enforcing the terms of this Agreement, including, but not limited to, its reasonable attorneys’ fees and costs.

10. Notification of New Employer . In the event that Executive leave the employ of the Company, Executive hereby consent to the notification of Executive’s new employer of Executive’s rights and obligations under this Agreement.

11. Governing Law; Consent to Personal Jurisdiction and Forum . This Agreement shall be construed, interpreted, and governed in accordance with and by North Carolina law, without regard to the conflicts of laws principles thereof. The parties agree that the state and federal courts in North Carolina shall have jurisdiction (non-exclusive) for the adjudication of all disputes arising out of this Agreement, and Executive consents to the exercise of personal jurisdiction over Executive in any such adjudication and hereby waives any and all objections and defenses to the exercise of such personal jurisdiction and such venue.

12. Severability . Executive agrees that the restrictions contained in this Agreement are reasonable and necessary, are valid and enforceable, and do not impose a greater restraint than necessary to protect the Company’s legitimate business interests. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held by a court to be excessively broad as to duration, geographical scope, activity or subject, the parties intend that such court would reduce, or “blue pencil” such provision by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. In case any one or more of the provisions contained in this Agreement shall, for any reason (including the failure of a court to “blue pencil” a provision pursuant to the foregoing sentence), be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein; provided, however, that if the absence of such provision causes a material adverse change in either the

 

9


risks or benefits of this Agreement to either the Company or Executive, the Company and Executive shall negotiate in good faith a commercially reasonable substitute or replacement for the invalid or unenforceable provision.

13. Successors and Assigns . This Agreement will be binding upon Executive’s heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

14. Waiver . No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

15. Entire Agreement . This Agreement contains the entire agreement of the parties with respect to the matters set forth herein and supersedes all previous negotiations and discussions, agreements and understandings regarding such matters, with the exception of any employment agreement to which Executive and the Company are parties. In the event of any conflict between this Agreement and any other agreement with the Company, the terms of the agreement which are most restrictive shall control. It is understood that this Agreement does not constitute an express or implied employment contract for any definite period of time and that Executive’s employment with the Company is “at will” meaning that either the Company or Executive can end the employment relationship at any time, with or without cause.

16. Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

[ Signature Page Follows ]

 

10


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

QUINTILES TRANSNATIONAL CORP.
By:  

 

  Name:
  Title:
EXECUTIVE
 

 

  Name:

 

11

Exhibit 10.3

 

LOGO

October 14, 2015

Dear Mr. McDonnell,

Offer and Position

We are very pleased to extend an offer of employment to you for the position of Executive Vice President, Chief Financial Officer of Quintiles Transnational Corp., a North Carolina corporation (the “Company” ). This offer of employment is conditioned on your satisfactory completion of certain requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions set forth in this letter.

Duties

In your capacity as Executive Vice President, Chief Financial Officer, you will report directly to the Chief Executive Officer. You agree to devote your full business time, attention and best efforts to the performance of your duties and to the furtherance of the Company’s interests and will not engage in any other compensated business activities (including board memberships) without the Company’s prior written consent, which will not be unreasonably withheld; provided, however, this provision does not prohibit you from participation in charitable endeavors or private investments which do not affect the performance of your job.

Location

Your principal place of employment shall be at our corporate headquarters in Raleigh-Durham, North Carolina, subject to business travel as needed to properly fulfill your employment duties and responsibilities.

Start Date

Subject to satisfaction of all of the conditions described in this letter, your employment will commence on a mutually acceptable start date ( “Start Date” ). We understand and agree that the Start Date may be as much as 120 days from the date this letter is signed by you due to the 90 day notice of resignation requirement in the employment agreement you have with your current employer.

Base Salary

In consideration of your services, you will be paid an initial base salary of $650,000 per year, subject to annual or more frequent review. The base salary shall be payable in periodic installments in accordance with the standard payroll practices of the Company and subject to all withholdings and deductions as required by law.


Signing Bonus

You will be paid a one-time signing bonus in the amount of $1,000,000, payable in two equal installments: 50% within 30 days following the Start Date, and 50% on or before March 15, 2016 (assuming you are still employed at that time). You will promptly repay the signing bonus if your employment is terminated by the Company for Cause or by you without Good Reason prior to March 15, 2017.

Annual Bonus

During your employment, you will be eligible to participate in the Company’s Executive Committee Annual Incentive Plan (or such successor or additional plans, the “AIP” ) on the same terms and conditions as other similarly situated executives. Your annual target bonus opportunity will be 85% of base salary. Actual payments will be determined based on the applicable performance goals, subject to the terms and conditions set forth in the AIP.

For the 2016 calendar year, you will be guaranteed an annual bonus equal to at least 85% of your base salary, subject to the terms and conditions of the AIP (including but not limited to the requirement to be employed on the date the annual bonus payments in respect of the calendar year are made). You will not be eligible for a prorated annual bonus in respect of the 2015 calendar year.

Equity Grants

Promptly following the Start Date, you will receive a one-time equity award in the form of time-based restricted stock units (“RSUs” ) with an aggregate grant date dollar value equal to $2,500,000, subject to the approval of the compensation committee of the Board (the “Committee” ) (such grant of RSUs, the “Sign-onRSUs” ). The Sign-on RSUs will be subject to the terms and conditions of the Quintiles Transnational Corp. 2013 Stock Incentive Plan (the “Plan” ) and our Equity Award Policy, and an award agreement, and will vest in equal 25% installments over four (4) years.

For the 2016 calendar year, management will recommend the aggregate value of your award(s) on the grant date will be $1,000,000, subject to the approval of the Committee. For each full calendar year of employment after 2016, you will be eligible to receive an annual equity award determined by the Committee in its discretion. The terms and conditions of the annual equity awards will be determined by the Committee, and subject to the terms and conditions of the Plan, but shall be no less favorable in amount, terms and conditions than those that apply to similarly situated executive officers of the Company.

Benefits and Perquisites

You will be eligible to participate in the employee benefit plans and programs generally available to the Company’s senior executives, including relocation benefits, subject to the terms and conditions of such plans and programs. The Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason. It is expected that you will relocate to the Raleigh, North Carolina region in the summer of 2017. Prior to that time, it is expected you will spend approximately four work days a week at the Company headquarters when not traveling for business or on holiday. Prior to relocation, the Company will reimburse the cost of traveling to and staying at the Company’s headquarters and other business travel in accordance with the Company’s standard travel policies.

 

2


Business Expenses

You will be reimbursed for reasonable and necessary expenses actually incurred by you in performing services in accordance with and subject to the terms and conditions of the applicable Company reimbursement policies, procedures and practices as they may exist from time to time.

Withholding

All forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.

Stock Ownership Requirements

As a Chief Financial Officer of the Company, you will be required to comply with the Company’s Stock Ownership Requirements applicable to executive officers.

At-will Employment

Your employment with the Company will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause, and for any reason or no particular reason in accordance with the terms of this letter. Notwithstanding the foregoing sentence, the Company must provide you with ninety (90) days’ advance written notice of its intention to terminate your employment for reasons other than Cause, and you must provide the Company with ninety (90) days’ advance written notice of your intention to terminate your employment for any reason. The Company may elect to waive all or any part of the 90-day notice period, in which case, in addition to any other amounts due to you pursuant to this letter or otherwise, (1) the Company will pay to you an amount equal to your base salary for the number of days waived, plus any earned but unpaid annual bonus which otherwise would have been paid during the notice period under the terms of the AIP, and (2) any unvested equity with vesting dates that occur during the notice period would vest as though the notice period had not been waived and you had remained employed during the waived notice period.

Severance

If your employment with the Company is terminated by the Company other than for Cause or by you for Good Reason (each as defined on Appendix A hereto), subject to your execution and non-revocation, of a release of claims in a form provided by the Company:

 

   

You will be eligible to receive severance in an aggregate amount equal to one times your base salary plus target bonus in effect for the year of termination, payable in equal installments on the Company’s regular payroll schedule, with the first installment to be paid on the first regular payroll date occurring after the 30 th day

 

3


 

following the termination date. The first installment payment will include all amounts that would otherwise have been paid to you since the period beginning on the termination date if no delay had been imposed; and

 

    If such termination event prior to the first anniversary of the grant date, fifty percent (50%) of your Sign-on RSUs will become fully vested and any restrictions thereon will immediately lapse, and if such termination event occurs between the first and second anniversary of the grant date, an additional twenty-five percent (25%) of your Sign-on RSUs shall become fully vested and any restrictions thereon will immediately lapse (such that fifty percent (50%) of your Sign-on RSUs will be vested as of such termination), and if such termination occurs after the second anniversary of the grant date, an additional fifty percent (50%) of your Sign-on RSUs that are outstanding and unvested as of the date of your termination will become fully vested and any restrictions thereon will immediately lapse.

Change-in-Control Benefits

You will be eligible to participate in any Change in Control Severance Plan which is adopted by the Company in the future (such plan, a “ CIC Plan ”) on the same terms and conditions as will be in effect under the CIC Plan for similarly situated executive officers of the Company.

Section 409A

This offer letter is intended to comply with Section 409A of the Internal Revenue Code ( “Section 409A” ) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this offer letter, payments provided under this offer letter may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this offer letter that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this offer letter shall be treated as a separate payment. Any payments to be made under this offer letter upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this offer letter comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.

Notwithstanding any other provision of this offer letter, if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date” ) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

 

4


Clawback

Any amounts payable hereunder are subject to any policy (whether currently in existence or later adopted or amended during your employment that applies to senior executives of the Company generally) established by the Company providing for clawback or recovery of amounts that were paid to you. The Company will make any determination for clawback or recovery in its sole reasonable discretion and in accordance with any applicable law or regulation.

Governing Law

This offer letter shall be governed by the laws of North Carolina, without regard to conflict of law principles.

Contingent Offer

This offer is contingent upon:

(a) Verification of your right to work in the United States, as demonstrated by your completion of an I-9 form upon hire and your submission of acceptable documentation (as noted on the I-9 form) verifying your identity and work authorization within three days of your Start Date. For your convenience, a copy of the I-9 Form’s List of Acceptable Documents is enclosed for your review.

(b) Satisfactory completion standard background investigation, including drug screen, and

(c) Your execution of the Company’s Non-Competition, Non-Solicitation, Confidentiality and IP Agreement, which for avoidance of doubt will include provisions regarding non-competition and non-solicitation of customers and employees for 12 months following your termination of employment for any reason.

This offer will be withdrawn if any of the above conditions are not satisfied.

Representations

By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company without written authorization from your current or former employer, nor will you use or disclose any such confidential information

 

5


during the course and scope of your employment with the Company. If you have any questions about the ownership of particular documents or other information, you should discuss such questions with your former employer before removing or copying the documents or information.

We are excited at the prospect of you joining our team. If you have any questions about the above details, please call me immediately. If you wish to accept this position, please sign below and return this letter to James Erlinger within ten (10) days.

I look forward to hearing from you.

 

Yours sincerely,
/s/ Lisa van Capelle
Lisa van Capelle
On behalf of Quintiles Transnational Corp.

Acceptance of Offer

I have read, understood and accept all the terms of the offer of employment as set forth in the foregoing letter. I have not relied on any agreements or representations, express or implied, that are not set forth expressly in the foregoing letter, and this letter supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter.

 

MICHAEL MCDONNELL
Signed  

/s/ Michael McDonnell

Date  

10 – 14 – 2015

 

6


Appendix A

As used in the offer letter:

 

    Cause ” means the occurrence of any of the following: (i) any willful misconduct or omission or act of dishonesty by you, which as determined by the Company in its reasonable discretion, may cause material harm to the Company or its affiliates, or any other actions that are materially detrimental to the Company or any affiliates’ interest; (ii) gross negligence or willful misconduct by you in the performance of your duties; (iii) any material act by you of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets, whether or not related to your employment with the Company; (iv) you being indicted for, convicted of, confessing to, pleading nolo contendere or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in, a felony or in any other crime involving dishonesty or moral turpitude; (v) your material violation of a provision of the Company’s code of conduct, ethics policy or other material policy of the Company, which as determined by the Company in its reasonable discretion may be materially detrimental to the Company or any affiliates’ interest; (vi) your material breach of fiduciary duty to the Company or its affiliates which as determined by the Company in its reasonable discretion may be materially detrimental to the Company or any affiliates’ interest; or (vii) your material breach of this letter, the Non-Competition, Non-Solicitation, Confidentiality and IP Agreement or any other written agreement between you and the Company which as determined by the Company in its reasonable discretion may be materially detrimental to the Company or any affiliates’ interest; provided that, “Cause” shall not be deemed to have occurred pursuant to subsections (v) and (vii) hereof unless you have first received written notice from the Company specifying in reasonable detail the particulars of such grounds and that Company intends to terminate your employment hereunder for such reason, and if such ground is reasonably capable of being cured within fifteen (15) days, you have failed to cure such ground within a period of fifteen (15) days from the date of such notice. The Company may place you on paid leave while it is determining whether there is a basis to terminate your employment for Cause or during the above-referenced cure period, which in no circumstances will constitute Good Reason; and

 

    Good Reason ” means the occurrence of any of the following without your written consent: (i) a material reduction in your base salary; (ii) a material reduction in your target bonus opportunity; (iii) relocation of your principal place of employment by more than 50 miles; (iv) any material breach by the Company of any material provision of the offer letter, including but not limited to a failure of the Company to issue the Sign-on Award; or (v) a material, adverse change in your title, duties or responsibilities (other than temporarily while you are physically or mentally incapacitated or as required by applicable law), including any change as a result of which you are no longer reporting directly to the Chief Executive Officer of the Company. You cannot terminate your employment for Good Reason unless you have provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. You must terminate your employment for Good Reason within ten (10) days following the end of the cure period, or you will be deemed to have waived your right to terminate for Good Reason with respect to such grounds.

 

7

Exhibit 99.1

 

LOGO

 

Contact:    Phil Bridges, Media Relations ( phil.bridges@quintiles.com )
   + 1.919.998.1653 (office) +1.919.457.6347 (mobile)
   Todd Kasper, Investor Relations ( InvestorRelations@quintiles.com )
   +1.919.998.2590

Quintiles Names Kevin Gordon as COO, Appoints Mike McDonnell as CFO

RESEARCH TRIANGLE PARK, N.C. – October 19, 2015 – Quintiles announced that Kevin Gordon, currently serving as Executive Vice President, Operations and Chief Financial Officer (CFO), has been promoted to Chief Operating Officer (COO) and that Michael McDonnell is expected to join Quintiles in December 2015 as Executive Vice President, Chief Financial Officer (CFO). Mr. Gordon will continue to serve as Quintiles’ CFO until Mr. McDonnell joins the company.

“Kevin’s new role is recognition of the major contribution he has made to the company,” said Chief Executive Officer, Tom Pike. “With Kevin as Chief Operating Officer, we are formalizing many of his activities with customers, our executives and employees. Over the past years, Kevin has increased his operational influence and is already managing a substantive amount of our business in addition to his financial leadership of the company. This new role will enable Kevin to spend more time with customers and across the operations of our business.

“I am also very excited about Mike joining our leadership team. With a solid public company finance foundation, Mike has demonstrated financial and accounting expertise and business acumen in leading companies in complex, dynamic industries. His experience strengthens and deepens our management team. Between these two talented executives, we expect to have a smooth transition.”

Mr. Gordon continues a track record of success and value creation since joining Quintiles in 2010. Under his financial leadership since 2010, Quintiles has delivered an eight percent compound annual growth rate in net revenue and 14 percent growth in Adjusted EBITDA. At the same time, he has led the capital strategy for the Company, including its 2013 initial public offering as well as the recapitalization of its debt which provided an overall lower cost structure.

Mr. Gordon said: “Quintiles is a great company which undertakes important work for a diverse portfolio of customers across biopharma and healthcare. I greatly appreciate this recognition and opportunity, and I look forward to partnering with Tom, Mike and the executive team to drive value for our key stakeholders: customers, investors, employees and ultimately patients around the world.”

Mr. McDonnell joins Quintiles from Intelsat, where he has served as CFO since 2008. Previously, McDonnell held CFO positions at MCG Capital Corporation, a publicly held commercial finance company, and EchoStar Communications, formerly known as DISH Network Corporation. Earlier in his career, he was a partner at PricewaterhouseCoopers, LLP. McDonnell also served as a member of the board of directors of Catalyst Health Solutions, Inc., a publicly held pharmacy benefits management company. He earned a Bachelor of Science Degree in Accounting from Georgetown University and is a certified public accountant.

McDonnell said: “I’m looking forward to joining Quintiles and working with its talented leadership team and finance professionals. I’m excited to get started on enabling the company’s continued growth and opportunity.”

Quintiles

4820 Emperor Boulevard

Durham, NC 27703 USA

www.quintiles.com


LOGO

 

About Quintiles

Quintiles (NYSE: Q) helps biopharma and other healthcare companies improve their probability of success by connecting insights from our deep scientific, therapeutic and analytics expertise with superior delivery for better outcomes. From advisory through operations, Quintiles is the world’s largest provider of product development and integrated healthcare services, including commercial and observational solutions. Conducting operations in approximately 100 countries, Quintiles is a member of the FORTUNE 500 and has been named to FORTUNE’s list of the “World’s Most Admired Companies.” To learn more, visit www.quintiles.com .