false 0001610950 0001610950 2023-01-05 2023-01-05

 

 

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): January 5, 2023

 

 

SYNEOS HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36730   27-3403111
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1030 Sync Street

Morrisville, North Carolina

  27560-5468
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (919) 876-9300

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, $0.01 par value per share   SYNH   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On January 9, 2023, Syneos Health, Inc. (the “Company”) issued a press release that, among other things, reaffirms the Company’s estimated revenue guidance for the full year 2022, which was previously issued on November 4, 2022, based on preliminary financial results. The full text of the press release was posted on the Company’s internet website and is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

These preliminary financial results are based on the Company’s current estimate of its results for the year ended December 31, 2022, and remain subject to change based on the completion of closing and review procedures and the execution of the Company’s internal control over financial reporting.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 2.02, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 9, 2023, the Company’s Board of Directors (the “Board”) announced that, effective March 31, 2023, Jason Meggs has agreed to transition from his role as Chief Financial Officer to pursue other career opportunities. Mr. Meggs’ departure is not a result of any disagreement related to the Company’s financial statements or disclosures.

Agreements with Jason Meggs

In connection with his transition, Mr. Meggs will be entitled to benefits under the Company’s Executive Severance Plan, subject to his execution and non-revocation of a general release of claims, the terms of which are memorialized in the Separation Agreement and General Release of Claims between Mr. Meggs and the Company (the “Separation Agreement”). Mr. Meggs’ last day of employment with the Company will be July 1, 2023, following which he will serve as a consultant to the Company through December 31, 2023. The Company and Mr. Meggs entered into a Consulting Agreement (the “Consulting Agreement”) that provides for a fixed fee of $5,000 per calendar month for up to 5 hours of services rendered per calendar month, pro-rated for any partial calendar month of services. To the extent Mr. Meggs provides more than 5 hours of services in one calendar month, the Company will pay him $750 per hour for such additional services. In addition, the Consulting Agreement provides for continued vesting of all outstanding Company equity awards held by him during the consulting period. The payment of the consulting fees as well as the continued vesting of equity awards are subject to Mr. Meggs’ delivery of the supplemental release to be signed in connection with the Separation Agreement, as well as continued compliance with certain customary restrictive covenants.

The foregoing summary of the terms of each of the Separation Agreement and the Consulting Agreement is qualified in its entirety by reference to the complete text of the Separation Agreement and the Consulting Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Forward-Looking Statements

Except for historical information, all of the statements, expectations, and assumptions contained in this Current Report on Form 8-K are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including the Company’s succession plan for the CFO role, Mr. Meggs’ anticipated departure and consulting service and the Company’s anticipated financial results for the full year 2022. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: the need to hire, develop, and retain key personnel; the impact of unfavorable economic conditions, including the uncertain international economic environment; the completion of closing and review procedures and the execution of the Company’s internal control of financial reporting; and other risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as updated by the Company’s other SEC filings, copies of which are available free of charge on the Company’s website at investor.syneoshealth.com. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included with this Current Report on Form 8-K:

 

Exhibit
No.
    
10.1    Separation Agreement and General Release of Claims between Jason Meggs and Syneos Health, Inc., dated January 5, 2023.
10.2    Consulting Agreement between Jason Meggs and Syneos Health, Inc., dated January 5, 2023.
99.1    Press Release dated January 9, 2023.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document.


SIGNATURE

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

 

      SYNEOS HEALTH, INC.
Date: January 9, 2023     By:  

/s/ Jonathan Olefson

    Name:   Jonathan Olefson
    Title:   General Counsel and Corporate Secretary

Exhibit 10.1

 

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SEPARATION AGREEMENT

AND GENERAL RELEASE OF CLAIMS

This Separation Agreement and General Release of Claims (“Agreement”) is made and entered into by and between Jason Meggs (“Employee” or “You” or “Your”) and Syneos Health, Inc. (“Syneos Health” or the “Company”). This Agreement supersedes all prior employment agreements or arrangements of any kind Employee may have entered into with the Company. This Agreement shall become effective as of the Effective Date defined below.

This Agreement is the product of negotiation and compromise between Employee and the Company. Employee has carefully considered other alternatives to executing this Agreement. In consideration of the severance pay and benefits to be provided to Employee as set forth in the Company’s Executive Severance Plan (the “Severance Plan”) and in more detail below, it is agreed by the parties as follows:

1. Separation from Employment. You acknowledge and agree that Your employment with the Company will end on July 1, 2023 or such earlier date as the Company determines in its sole discretion (the “Separation Date”), and you hereby resign as an officer or director of the Company or any of its Affiliates (as defined in the Severance Plan) as of the Separation Date. Regardless of signing this Agreement, You will be paid for all outstanding wages earned through and including the Separation Date, which will be paid on the next regular payday, or as required by law. Prior to Your Separation Date, You will continue to be eligible for all employee benefits and entitlements under any performance, bonus, or equity plans in which you participate in accordance with the terms of the applicable plans.

2. Supplemental Release. A material condition to this Agreement is that You sign the Supplemental Release Agreement attached as Exhibit A hereto (“Supplemental Release Agreement”) on or after the Separation Date but before three (3) calendar days after the Separation Date. Without limiting the Company’s other remedies, You understand and agree that Your failure to timely execute and return the Supplemental Release Agreement will require You to repay all of the consideration and benefits provided in this Agreement, except as set forth in Section 5(c) below.

3. Consideration.

a. Provided that You timely sign this Agreement and the Supplemental Release Agreement attached as Exhibit A, the Company agrees to provide You with a payment of twelve (12) months of severance at your current salary ($618,000) and one year of target bonus ($432,600), for a total amount of One Million Fifty Thousand Six Hundred Dollars and No Cents ($1,050,600.00), together with the COBRA subsidy payment described in 3.b, if applicable, less applicable taxes and withholdings (the “Payment”). The Payment shall be payable by the Company in equal installments during the twelve (12) months following the Separation Date, consistent with the company’s regularly scheduled payroll, starting with the next pay period after the effective date of the Separation Release Agreement.

 

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b. As of the last day of the calendar month that contains the Separation Date, You will become ineligible to participate in the Company’s health insurance program subject to Your right, if any, to continuation coverage under COBRA. To the extent You timely elect benefit continuation coverage under COBRA, your Payment will include an amount equal to the aggregate amount of the full premium (i.e., the Your and Company’s portion) for benefit coverage continuation under COBRA as provided under the Company’s group health plans in effect for You and Your eligible dependents who are participating in the Company’s group health plans as of immediately prior to the Separation Date for a period of twelve (12) months. (For the avoidance of any doubt, the cash amount payable pursuant to this Section 3.b shall be includible in the Your income and shall supersede and be in lieu of any amounts payable to the You pursuant to Your employment agreement or any other arrangement with You providing for the payment of COBRA continuation coverage.)

4. Release of Claims.

a. In exchange for your continued employment (and compensation related thereto) through the Separation Date, which You acknowledge You would not be entitled to in the absence of this Agreement (and Your execution and non-revocation of the Release of Claims set forth in this Agreement), to the fullest extent allowed by applicable law, You, individually and on behalf of Your heirs, executors, personal representatives, administrators, agents and assigns, forever waive, release, give up and discharge all waivable claims, liabilities and other causes of action, real or perceived, whether now known or unknown, against the Company, its parent, subsidiaries, affiliates, and other related and affiliated companies, their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in-interest of those plans, and all of their past and present employees, managers, directors, officers, administrators, shareholders, members, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever, and all of their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the “Released Parties” as used throughout this Agreement), which have arisen, occurred or existed at any time through the date on which You sign this Agreement (or which You may have in the future as a result of acts that occurred prior to the time You sign this Agreement), including, without limitation, any and all claims, liabilities and causes of action arising out of, relating to, or in connection with Your employment with the Company, any terms, conditions or privileges related to Your employment with the Company, the termination of Your employment by the Company, the payment or non-payment of Your salary, bonuses or equity compensation or other incentive compensation by the Company, claims of wrongful discharge, retaliation, defamation, hostile environment, discrimination, personal injury, physical injury, misrepresentation or emotional distress, any change in control of the Company, and all alleged violations of federal, state or local fair employment practices or laws by any of the Released Parties for any reason and under any legal theory including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000(e), et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., the Older Worker Benefits Protection Act, 29 U.S.C. § 626(f), et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001, et seq., the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, the Family and Medical Leave Act, 29 U.S.C. § 2601, et seq., the Fair Labor Standards Act, 29 U.S.C. § 215(a)(3), et seq., the Equal Pay Act of 1963, 29 U.S.C. § 206, et seq.,

 

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the Lilly Ledbetter Fair Pay Act of 2009, H.R. 11, the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. § 1161, et seq. (“COBRA”), the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., the North Carolina Equal Employment Practices Act, the North Carolina Retaliatory Employment Discrimination Act, the common law of the State of North Carolina, and all other federal or state or local laws, regulations, rules, ordinances, or orders prohibiting employment discrimination or regulating employment or termination of employment, as they may be amended. Without limiting the generality of the foregoing, You also forever waive, release, discharge and give up all claims, real or perceived and now known or unknown, for breach of implied or express contract, including but not limited to breach of promise, breach of the covenant of good faith and fair dealing, misrepresentation, negligence, fraud, estoppel, defamation, libel, misrepresentation, intentional infliction of emotional distress, violation of public policy, wrongful, retaliatory or constructive discharge, assault, battery, false imprisonment, negligence, and all other claims or torts arising under any federal, state, or local law, regulation, ordinance or judicial decision, or under the United States, North Carolina or other applicable state Constitution. This waiver and release is of Your rights to all remedies and damages available to You in law or equity, including but not limited to Your right to compensation, back pay, front pay, non-economic damages, punitive and exemplary damages, statutory damages, attorneys’ fees, injunctive relief and declaratory judgments. Nothing in this Agreement shall be construed to release any claims or waive any substantive rights that cannot be released or waived as a matter of applicable law. You further consciously intend these consequences even as to claims for damages that may exist as of the date this Agreement is executed that You do not know exist, and which, if known, would materially affect Your decision to execute this Agreement, regardless of whether the lack of knowledge is the result of ignorance, oversight, error, negligence or any other cause.

b. Notwithstanding the release contained in Section 4.a above, You do not waive (i) Your entitlement to receive any 401(k), pension plan benefits, or Company ERISA-covered benefits that shall have vested (if any) as of the date You sign this Agreement to the extent You have any entitlement to those benefits under the terms of the relevant plans.

c. The release contained in Section 4.a above does not apply to (i) any claims or rights that may arise after the date You sign this Agreement, (ii) claims regarding Company expense reporting policies or for indemnification arising under any indemnification agreement between You and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, or (iii) claims that the controlling law clearly states may not be released by private agreement. You also understand that You are not waiving Your rights to unemployment compensation.

5. Covenant Not to Sue.

a. You warrant that You do not have any complaint, charge or grievance against any Released Party pending before any federal, state or local court or administrative or arbitral agency, and You further agree and covenant not to sue, file a lawsuit, or commence any other proceeding, arbitral, administrative or judicial action, against any of the Released Parties in any court of law or equity, or before any arbitral body or administrative agency, with respect to any matter released in Section 4 above; provided, however, that this covenant not to sue does not affect Your right to

 

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enforce this Agreement in a court of competent jurisdiction and does not affect Your right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) or participate in an investigation conducted by the EEOC; however, You expressly waive Your right to monetary or other relief should any administrative agency, including but not limited to the EEOC, pursue any claim on Your behalf. Notwithstanding the foregoing, nothing herein shall limit Your right to receive an award for information provided to the Securities and Exchange Commission.

b. Nothing in this Agreement prohibits You from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization of the Company to make any such reports or disclosures and You are not required to notify the Company that You have made such reports or disclosures. In addition, pursuant to 18 USC Section 1833(b), You will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

c. Should You file a lawsuit with any court concerning any claim, demand, issue, or cause of action waived, released or discharged through this Agreement or otherwise in breach of Section 5.a above, You agree (i) that any amounts payable or paid to You, as applicable, pursuant to Section 3 of this Agreement shall no longer be payable and, if already paid, You agree to repay all but one-hundred ($100) of the Payment made to You; and (ii) to the fullest extent allowed by applicable law, to indemnify the Released Parties for all costs and expenses incurred by them in defending such lawsuit. You further agree that nothing in this Agreement shall limit the right of a court to determine, in its sole discretion, that the Released Parties are entitled to restitution, recoupment or set off of any monies paid should the release of any claims under this Agreement subsequently be found to be invalid.

d. You agree not to advocate or incite the institution of, or assist or participate in, any suit, unrest, complaint, charge or administrative proceeding by any other person against any of the Released Parties, unless compelled by legal process to do so. Nothing in this Section 5 shall prohibit any Party from lawfully participating or cooperating in an investigative proceeding of any federal, state or local government agency.

6. Non-Admission of Liability. You agree that this Agreement shall not in any way be construed as an admission that any of the Released Parties owe You any money or have acted wrongfully, unlawfully, or unfairly in any way towards You. In fact, You understand that the Released Parties specifically deny that they have violated any federal, state or local law or ordinance or any right or obligation that they owe or might have owed to You at any time.

7. Non-Disparagement. You undertake and agree that You shall not defame, disparage or otherwise speak negatively about the Company, Your employment at the Company or the circumstances surrounding Your separation.

 

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8. Confidentiality of the Company’s Confidential Information.

a. “Confidential Information” means without limitation, any confidential or proprietary information or materials of the Company and its subsidiaries, whether of a technical, business, or other nature, including information and materials which relate to operations, processes, products, promotional material, developments, patent applications, formulas, sponsor or client lists, manufacturing processes, trade secrets, basic scientific data, data systems, employment policies, formulation information, budgets, bids, proposals, study protocols, coding devices, and any other confidential data or proprietary information in connection with the Company, its subsidiaries or their business affairs, including but not limited to any information relating to the operation of the Company’s and/or its subsidiaries’ business which the Company or its subsidiaries may from time to time designate as confidential or proprietary or that Participant reasonably knows should be, or has been, treated by the Company and/or its subsidiaries as confidential or proprietary. Confidential Information encompasses all formats in which information is preserved, whether electronic, print or in any other form, including all originals, copies, notes or other reproductions or replicas thereof. Any trade secrets of the Company or its subsidiaries will be entitled to all of the protections and benefits under any applicable trade secrets law, whether statutory or common law, including but not limited to the Delaware Uniform Trade Secrets Act, Del. Code Ann. tit. 6, §§ 2001–2009, the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. §§ 66-152 et seq., the Massachusetts Uniform Trade Secrets Act, M.G.L. ch. 93, §§ 42 to 42G, and the California Uniform Trade Secrets Act, Cal. Civ. Code §§ 3426 et seq. If any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential Information for purposes of this RCA.

b. You acknowledge that due to the position that You occupied and the responsibilities that You held at the Company, You may have received Confidential Information concerning the Company’s products, computer processes, data systems, employment policies, procedures, customers, sales, client lists, prices, personnel, employee relations, internal documents and programs, contracts, and the like. You hereby promise and agree that, unless compelled by legal process, You will not disclose to others and will keep confidential all information You have received while employed by the Company or any entity of which the Company has acquired its assets, concerning products, processes, and procedures, internal capabilities, the identities of customers, sales, prices, personnel, the terms of any contracts with third parties, and any and all proprietary information. You agree that a violation by You of the foregoing obligation to maintain the confidentiality of the Company’s Confidential Information will constitute a material breach of this Agreement. You further agree that all materials, computer and telephone equipment, documents, information, programs, and suggestions provided for the Company by You in connection with Your employment shall be the exclusive property of the Company or its designee. All information contained in any computer databases generated by You in connection with Your employment shall be the property of the Company or its designee, and the Company may use the data in any way it deems appropriate. Any copyrightable work created by You on behalf of the Company shall be considered work made for hire, whether published or unpublished, and all rights therein shall be the property of the Company as author and owner of copyright in such particular work. Notwithstanding the above, the Company acknowledges that You may possess and reserve Your rights in certain inventions, know-how, and improvements that can be clearly substantiated to have been entirely independently developed by You and can be shown to be unrelated to the Company and Your performance for the Company.

 

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c. Notwithstanding any provision above, You may retain the cell phone and associated cell phone number ([***]) issued to you by the Company, provided that you transfer the phone and number to a personal account no later than 30 days after the Separation Date. You will also be permitted to download personal items from your computer hard drive before returning your computer to the Company.

9. Representations and Indemnification.

a. You represent and affirm that You will abide by the post-employment restrictive covenants provided for in Sections 2 and 3 of your Global Restricted Stock Unit (RSU) Award Agreement dated January 18, 2022 (the “RCA”) at Attachment A, between You and the Company.

b. You acknowledge and agree that if You breach this Agreement or a post-employment restrictive covenant, the Company will be damaged irreparably and the Company shall be entitled to an injunction or injunctions to prevent such breach and to enforce specifically this Agreement and the terms, conditions and provisions hereof, in addition to any other remedy to which it may be entitled, at law or in equity.

c. Subject to Section 4.b, You agree that You will assist and cooperate with the Company and its affiliates (i) concerning reasonable requests for information about the business of the Company or its affiliates or Your involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by You, pertinent knowledge possessed by You, or any act or omission by You, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by You, pertinent knowledge possessed by You, or any act or omission by You. Your full reasonable cooperation shall include, but not be limited to, being available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, including in connection with interviews and factual investigations), executing documents You know to be accurate and truthful, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, turning over to the Company all relevant Company documents which are or may have come into Your possession during Your employment and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. In requesting such services, the Company will consider other commitments that You may have at the time of the request and shall reimburse You for reasonable expenses consistent with expense reimbursement for senior executives of the Company.

 

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d. To the extent You are made, or are threatened to be made, a party to or participant in any proceeding relating to your employment by the Company and/or service as a Director or Officer of the Company, the Company shall provide You indemnification as described in the Indemnification and Advancement Agreement entered into by and between You and the Company on our around June 9, 2022, and/or the Company’s ByLaws and Certificate of Incorporation as amended.

e. You also agree and understand that Your entitlement to and retention of the Payment the Company has agreed to provide to You pursuant to Section 3 of this Agreement is expressly conditioned upon Your fulfillment of Your promises herein and any applicable post-employment restrictive covenants. You agree, to the extent permitted or required by law, that should You materially breach any portion of this Agreement or any post-employment restrictive covenant (i) that any amounts payable or paid to You, as applicable, pursuant to Section 3 of this Agreement shall no longer be payable and (ii) to repay all but one-hundred ($100) of the Payment made to You, within seven (7) days of the Company providing You with written notice of Your breach of any provision of this Agreement and any applicable post-employment restrictive covenants. Prior to any demand being made for repayment of any Payment made to You, the Company shall provide You with written notice of the purported breach of this Agreement or any applicable post-employment restrictive covenant and a ten (10) day period to cure any such purported breach or violation. In the event You cure any purported breach or violation within the cure period, the Company shall not demand repayment of the Payment resulting from such purported breach or violation, but reserves the right not to provide any future Payments under Section 3 to You. The Company shall determine whether a material breach has occurred in its sole reasonably exercised good faith discretion and under any applicable law or regulation.

10. Miscellaneous.

a. Governing Law and Venue. This Agreement and its negotiation, execution, performance or non-performance, interpretation, termination, construction and all claims or causes of action (whether in contract or tort) including resolutions of disputes that may be based upon, arise out of or relate to this Agreement, or the negotiation and performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made or in connection with this Agreement or as an inducement to enter into this Agreement) (each a “proceeding”) shall be governed by, and construed in accordance with, the laws of the State of North Carolina, regardless of laws that might otherwise govern under any applicable conflict of laws principles. Any action relating to this Agreement shall be instituted and prosecuted only in the federal or state courts of Wake County, North Carolina and the Company and Employee hereby consent to the jurisdiction of such courts and waive any right or defense relating to venue and jurisdiction over the person. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties, by virtue of the identity, interest, or affiliation of its preparer.

 

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b. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity and severed from this Agreement, without invalidating the remainder of such provision or remaining provisions of this Agreement.

c. Proper Construction. The language of this Agreement shall be construed within the context of the whole Agreement and according to its fair meaning, and not strictly for or against any of the Parties. The section headings used in this Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise be used in the interpretation of any of the provisions hereof.

d. Amendments. This Agreement may be modified, altered or terminated only by an express written agreement between You and the Company, which agreement must be signed by all Parties or their duly authorized agents, and expressly reference and attach a copy of this Agreement to be effective.

e. Counterparts. This Agreement may be signed in counterparts and said counterparts shall be treated as though signed as one document. In the event that the Parties execute this Agreement by exchange of portable document format or other electronically signed copies or facsimile signed copies, the Parties agree that, upon being signed by all the Parties, this Agreement shall become effective and binding and that such copies shall constitute evidence of the existence of this Agreement.

f. No Reliance on Representations. You represent and acknowledge that in executing this Agreement that You do not rely and have not relied upon any representation or statement made by any of the Released Parties or by any of the Released Parties’ agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Agreement or otherwise.

g. Entire Agreement. This Agreement, together with the Severance Plan and Your RCA, sets forth the entire agreement between the parties hereto, and fully supersedes any prior or contemporaneous agreements or understandings between the parties. For the sake of clarity, nothing in this Agreement terminates, supersedes or modifies in any way the terms of Your Global Restricted Stock Unit (RSU) Award Agreements dated (i) January 15, 2020, (ii) January 15, 2021, (iii) January 18, 2022 and (iv) December 15, 2022 between You and the Company; Your Global Performance Restricted Stock Unit (PRSU) Award Agreements dated (i) January 15, 2020, (ii) January 15, 2021, and (iii) January 18, 2022 between You and the Company, or any other equity agreement or award issued to You by the Company.

h. Medicare Representations. You affirm, covenant, and warrant that You are not a Medicare beneficiary and are not currently receiving, have not received in the past, will not have received at the time of payment pursuant to this Agreement, are not entitled to, are not eligible for, and have not applied for or sought Social Security Disability or Medicare benefits. In the event any statement in the preceding sentence is incorrect (for example, but not limited to, if You are a Medicare beneficiary, etc.), the following sentences (i.e., the remaining sentences of this paragraph) apply. You affirm, covenant, and warrant that You have made no claim for illness or injury against, nor are You aware of any facts supporting any claim against, the Released Parties under which the Released Parties could be liable for medical expenses incurred by You before or after the execution of this Agreement. Furthermore, You are aware of no medical expenses that Medicare has paid and for which the Released Parties are or could be liable now or in the future. You agree and affirm that, to the best of Your knowledge, no liens of any governmental entities, including those for Medicare conditional payments, exist. You will indemnify, defend, and hold the Released Parties harmless from Medicare claims, liens, damages, conditional payments, and rights to payment, if any, including attorneys’ fees, and You further agrees to waive any and all future private causes of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A), et seq.

 

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11. Acknowledgment.

a. You confirm that as of the Separation Date, You shall return to the Company all of its property, including without limitation, computer equipment, software, keys and access cards, credit cards, files and any documents (including computerized data and any copies made of any computerized data or software) containing information concerning the Company, its business or its business relationships. You also commit to deleting and finally purging any duplicates of files or documents that may contain the Company information from any computer or other device that remains Your property after the Separation Date, provided such information is not subject to an ongoing litigation hold.

b. You acknowledge that this Agreement was presented to You on December 7, 2022. You further acknowledge that You have had at least 21 days after receipt of this Agreement to consider whether to execute this Agreement and that you understand all the provisions of this Agreement.

c. You acknowledge and understand that after You execute this Agreement, You have seven (7) days to revoke the portion of this Agreement that relates to waiver and release of any claim You might assert under the Age Discrimination in Employment Act (“ADEA”). The parties agree that no payment as set forth in this Agreement will be made until after the seven (7) day revocation period has expired (the eighth day after execution by You being the “Effective Date” of this Agreement). You understand that by signing this Agreement, You are not waiving or releasing any ADEA claims based on actions or omissions that occur after the date of You signing of this Agreement. You agree that any revocation of Your ADEA waiver and release must be made in writing and postmarked on or before the seventh day following Your execution of this Agreement and sent by certified mail to:

Jonathan Olefson

General Counsel

Syneos Health, Inc.

1030 Sync Street, Morrisville, NC 27560

[***]

d. You acknowledge that You have been advised in writing, as reflected in this Agreement, and have had an opportunity to seek legal counsel concerning the terms of this Agreement. You warrant that You have read this Agreement, are knowingly and voluntarily entering into it and intend to be legally bound by the same, and that Your agreement thereto has not been the result of coercion or duress by the Company. You certify and agree that You are authorized and competent to sign this Agreement, and that You are receiving valuable and adequate consideration under this Agreement.

[signature page follows]

 

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I HAVE READ THIS GENERAL RELEASE THOROUGHLY, UNDERSTAND ITS TERMS AND HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY. I UNDERSTAND THAT THIS GENERAL RELEASE IS A LEGAL DOCUMENT.

IN WITNESS WHEREOF, Employee has executed this Separation Agreement and General Release of Claims as of the date set forth below.

 

Dated: January 5, 2023     JASON MEGGS
   

/s/ Jason Meggs

    Received, Acknowledged and Accepted:
Dated: January 5, 2023     SYNEOS HEALTH, INC.
    By:  

/s/ Jonathan Olefson

    Name:   Jonathan Olefson
    Its:   General Counsel

 

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Exhibit A

SUPPLEMENTAL RELEASE AGREEMENT

By signing this Supplemental Release Agreement (“Supplemental Agreement”) where indicated below, I acknowledge and agree that I am hereby extending, through and including the date I sign below, the application of all of my representations, obligations, acknowledgements, and other provisions reflected in the Confidential Separation Agreement and General Release of Claims, dated January 5, 2023 (the “Agreement”) that I entered into relating to my separation from employment with the Company (as defined in the Agreement), to the greatest extent permitted under applicable law.

I understand and agree that, pursuant to the terms of the Agreement, I am only eligible to receive certain consideration payments described therein if I timely execute this Supplemental Agreement and otherwise satisfy all terms and conditions set forth in the Agreement. I further understand and acknowledge that the consideration given for this waiver and release is in addition to anything of value to which I was already entitled.

In exchange for the Company providing me with the payments and other benefits set forth in the Agreement, which I acknowledge I would not be entitled to in the absence of this Supplemental Agreement, to the fullest extent allowed by applicable law, I, individually and on behalf of my heirs, executors, personal representatives, administrators, agents and assigns, forever waive, release, give up and discharge all waivable claims, liabilities and other causes of action, real or perceived, whether now known or unknown, against Syneos Health, Inc. (the “Company”), its parent, subsidiaries, affiliates, and other related and affiliated companies, their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in-interest of those plans, and all of their past and present employees, managers, directors, officers, administrators, shareholders, members, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever, and all of their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the “Released Parties” as used throughout this Supplemental Agreement), which have arisen, occurred or existed at any time through the date on which I sign this Supplemental Agreement (or which I may have in the future as a result of acts that occurred prior to the time I sign this Supplemental Agreement), including, without limitation, any and all claims, liabilities and causes of action arising out of, relating to, or in connection with my employment with the Company, any terms, conditions or privileges related to my employment with the Company, the termination of my employment by the Company, the payment or non-payment of my salary, bonuses or equity compensation or other incentive compensation by the Company, claims of wrongful discharge, retaliation, defamation, hostile environment, discrimination, personal injury, physical injury, misrepresentation or emotional distress, any change in control of the Company, and all alleged violations of federal, state or local fair employment practices or laws by any of the Released Parties for any reason and under any legal theory including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000(e), et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., the Older Worker Benefits Protection Act, 29 U.S.C. § 626(f), et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001, et seq., the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, the Family and Medical Leave Act,

 

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29 U.S.C. § 2601, et seq., the Fair Labor Standards Act, 29 U.S.C. § 215(a)(3), et seq., the Equal Pay Act of 1963, 29 U.S.C. § 206, et seq., the Lilly Ledbetter Fair Pay Act of 2009, H.R. 11, the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. § 1161, et seq. (“COBRA”), the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., the North Carolina Equal Employment Practices Act, the North Carolina Retaliatory Employment Discrimination Act, the common law of the State of North Carolina, and all other federal or state or local laws, regulations, rules, ordinances, or orders prohibiting employment discrimination or regulating employment or termination of employment, as they may be amended. Without limiting the generality of the foregoing, I also forever waive, release, discharge and give up all claims, real or perceived and now known or unknown, for breach of implied or express contract, including but not limited to breach of promise, breach of the covenant of good faith and fair dealing, misrepresentation, negligence, fraud, estoppel, defamation, libel, misrepresentation, intentional infliction of emotional distress, violation of public policy, wrongful, retaliatory or constructive discharge, assault, battery, false imprisonment, negligence, and all other claims or torts arising under any federal, state, or local law, regulation, ordinance or judicial decision, or under the United States, North Carolina or other applicable state Constitution. This waiver and release is of my rights to all remedies and damages available to me in law or equity, including but not limited to my right to compensation, back pay, front pay, non-economic damages, punitive and exemplary damages, statutory damages, attorneys’ fees, injunctive relief and declaratory judgments. Nothing in this Supplemental Agreement shall be construed to release any claims or waive any substantive rights that cannot be released or waived as a matter of applicable law. I further consciously intend these consequences even as to claims for damages that may exist as of the date this Supplemental Agreement is executed that I do not know exist, and which, if known, would materially affect my decision to execute this Supplemental Agreement, regardless of whether the lack of knowledge is the result of ignorance, oversight, error, negligence or any other cause.

Notwithstanding the release contained in this Supplemental Agreement, I do not waive (i) my entitlement to receive any 401(k), pension plan benefits, or Company ERISA-covered benefits that shall have vested (if any) as of the date I sign this Supplemental Agreement to the extent I have any entitlement to those benefits under the terms of the relevant plans.

The release contained herein does not apply to (i) any claims or rights that may arise after the date I sign this Supplemental Agreement, (ii) claims regarding Company expense reporting policies or for indemnification arising under any indemnification agreement between me and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, or (iii) claims that the controlling law clearly states may not be released by private agreement. I also understand that I am not waiving my rights to unemployment compensation.

I agree that my signature below constitutes my certification that I have returned all documents and other items provided to me by the Company, developed or obtained by me in connection with my employment with the Company, or otherwise belonging to the Company, including, but not limited to, all passwords to any software or other programs or data that I used in performing services for the Company.

 

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LOGO

 

I understand that I am not to sign and return this Supplemental Agreement until my Separation Date (as defined in the Agreement), and no later than three (3) days after the Separation Date. I acknowledge that I have been afforded at least twenty-one (21) days to consider this Supplemental Agreement and I have seven (7) days after I sign this Supplemental Agreement to revoke it. In the event that I sign this Supplemental Agreement and return it to the Company in less than this 21-day period, I hereby acknowledge that I have freely and voluntarily chosen to waive the time period allotted for considering this Supplemental Agreement . This Supplemental Agreement will become effective on the eighth (8th) day after I sign this Supplemental Agreement , so long as I have not revoked it before that date I acknowledge and understand that revocation must be accomplished by a written notification to the Company that is received prior to the end of the revocation period. By signing below, I acknowledge that I have read and understand and agree to all the terms of the Agreement and this Supplemental Agreement , and intend to be bound thereby.

*NOT TO BE SIGNED UNTIL ON/AFTER THE SEPARATION DATE*

 

Dated:                          JASON MEGGS
   

 

    Address:  

 

   

 

   

 

 

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Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is entered into by and between Jason Meggs (“Consultant”) and Syneos Health, Inc., a Delaware corporation (the “Company”), is dated January 5, 2023 and is effective as of July 1, 2023.

1. Separation of Employment.

(a) Effective as of July 1, 2023 (the “Separation Date), Consultant’s employment with the Company and all of its affiliates shall terminate.

(b) The parties hereto acknowledge and agree that, effective as of the Separation Date, that certain Employment Agreement by and between the Company and Consultant, dated April 8, 2014, letter agreement, dated March 20, 2018 and letter agreement, dated May 4, 2018 (collectively, the “Employment Agreement”), except to the extent provisions of the Employment Agreement are specifically referenced herein, shall terminate and be superseded by this Agreement (including the exhibits hereto).

2. Consulting Services.

(a) Consulting Services. During the period commencing on the Separation Date and ending on the date on which the consulting relationship established hereby is terminated in accordance with Section 2(c) (the “Consulting Period”), Consultant shall provide the following agreed-upon consulting services with regard to the business and operations of the Company, its subsidiaries and its affiliates as requested by the Company: (i) consultation and participation with Company matters as reasonably requested by the Company; and (ii) consultation and assistance with respect to services performed during the course of Consultant’s employment with the Company (collectively, the “Services”). In addition, Consultant agrees to cooperate reasonably with the Company in accomplishing a smooth and orderly transition of Consultant’s prior employment responsibilities to other employees of the Company, particularly including pending matters of which Consultant has the principal knowledge and background information.

(b) Compensation for Consulting Services. Subject to and conditioned upon (i) Consultant’s continued compliance with the Restrictive Covenants (as defined below) and (ii) Consultant’s execution and delivery of the Supplemental Release Agreement, as defined in and attached to that certain Separation Agreement and General Release of Claims entered into between Consultant and the Company (the “Separation Agreement”) in accordance with the terms therewith, and the non-revocation of the Supplemental Release Agreement during the seven day period following the date on which the Supplemental Release Agreement is executed:

(i) During the Consulting Period, the Company shall pay Consultant a fee of $5,000 per calendar month (the “Monthly Consulting Fee”) as consideration for up to 5 hours of Services rendered per calendar month, pro-rated for any partial calendar month of Services. To the extent Consultant provides more than 5 hours of Services in one calendar month, the Company shall pay Consultant $750 per hour for such additional Services performed (together with the Monthly Consulting Fee, the “Consulting Fees”). The monthly Consulting Fees shall be paid to Consultant in arrears within ten days following the end of the calendar month in which such Consulting Fees were earned.

(ii) In addition, all Company equity awards (or portions thereof) previously granted to Consultant that are outstanding as of the Separation Date (the “Company Equity Awards”) will remain outstanding and eligible to vest during the Consulting Period in accordance with their terms.


(c) Termination of Consulting Services. The Consulting Period shall terminate on December 31, 2023 (the “Consulting Period End Date”); provided, however, that (i) Consultant may terminate the Consulting Period and the Services hereunder at any time prior to the Consulting Period End Date, for any reason, upon written notice to the Company, provided that Consultant must provide at least 30 days’ prior written notice to the Company prior to any such termination for convenience; and (ii) the Company may terminate the Consulting Period and the Services hereunder at any time prior to the Consulting Period End Date only for Cause (as defined in the Company’s Executive Severance Plan as in effect on the Separation Date), by providing written notice to Consultant. If the Company or Consultant terminate the Consulting Period and the Services in accordance with this Section 2(c), then Consultant shall forfeit any Company Equity Award (or portion thereof) that remains outstanding and unvested as of the termination date.

(d) Return of Company Property. Consultant agrees that he shall, prior to the end of the Consulting Period, return to the Company all documents of the Company and its affiliates (and all copies thereof) and all other Company or Company affiliate property that Consultant has in his possession, custody or control. Such property includes, without limitation: (i) any materials of any kind that Consultant knows contain or embody any proprietary or confidential information of the Company or an affiliate of the Company (and all reproductions thereof), (ii) portable electronic devices (including, but not limited to, tablet computers) unless otherwise mutually agreed, credit cards, entry cards, identification badges and keys, and (iii) any correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the customers, business plans, marketing strategies, products and/or processes of the Company or any of its affiliates and any information received from the Company or any of its affiliates regarding third parties.

3. Taxes. The Company and Consultant agree and acknowledge that neither party hereto renders legal, tax or accounting advice to the other party. Without limiting the generality of the foregoing, during the Consulting Period (i) with respect to the Consulting Fees, the Company shall not pay, on the account of Consultant, any unemployment tax, or other taxes required under the law to be paid with respect to employees and shall not withhold any monies for income or employment tax purposes, and (ii) except as permitted by applicable law and the terms of the applicable plan, the Company shall not provide Consultant with, and Consultant shall not be eligible to receive, from the Company under any Company plan, any benefits, including without limitation, any pension, health, welfare, retirement, workers’ compensation or other insurance benefits. Consultant shall be solely responsible for all taxes arising in connection with any Consulting Fees, including without limitation any and all federal, state, local and foreign income and employment taxes.

4. Warranty. Consultant acknowledges that, upon receipt of the amounts set forth in the Separation Agreement and the payments set forth herein, Consultant has (i) received all monies and other benefits due to Consultant as a result of his employment with and separation of employment from the Company, and (ii) no right, title, or interest in or entitlement to any other payments or benefits other than as set forth in this Agreement. Consultant further represents that he has not sustained a work-related injury or illness which he has not previously reported to the Company.

5. Restrictive Covenants. Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that Consultant previously made certain representations, including with respect to confidential information, non-competition and non-solicitation obligations, and intellectual property as set forth in (i) the following Sections of the Employment Agreement: “Confidentiality”; “Non-Solicitation of Customers and Other Business Relations”; “Non-Solicitation of Employees; Non-Disparagement”; “Non-Competition”; “Geographical Area”; “Reasonable Restrictions; Right to Equitable Relief”; “Developments”; “Miscellaneous” (together, the “Employment Agreement Restrictive Covenants”) and (ii) the restrictive covenants contained in Sections 2 and 3 of Consultant’s Global

 

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Restricted Stock Unit (RSU) Award Agreement dated January 18, 2022 at Attachment A, between Consultant and the Company (collectively, the “Restrictive Covenants”), and that the Restrictive Covenants shall remain in full force and effect in accordance with their terms and Consultant shall be bound by their terms, including following the termination of this Agreement to the extent the termination of this Agreement precedes the expiration of the covenant periods.

6. Exceptions. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prohibit either party to this Agreement (or either party’s attorney(s)) from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with the U.S. Equal Employment Opportunity Commission, the U.S. Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self-regulatory authority or federal, state or local regulatory authority (collectively, “Government Agencies”), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to such party’s attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving an award for information provided to any Government Agency. Pursuant to 18 USC Section 1833(b), Consultant acknowledges that (1) Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (2) if Consultant files a lawsuit for retaliation by the Company or its affiliates for reporting a suspected violation of law, Consultant may disclose the trade secret to his attorney and use the trade secret information in the court proceeding, if Consultant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Further, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If Consultant is required to provide testimony, then unless otherwise directed or requested by a Governmental Agency or law enforcement, Consultant shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.

7. Ongoing Cooperation. Subject to Section 6, Consultant agrees that Consultant will assist and cooperate with the Company and its affiliates (i) concerning reasonable requests for information about the business of the Company or its affiliates or Consultant’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Consultant, pertinent knowledge possessed by Consultant, or any act or omission by Consultant, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Consultant, pertinent knowledge possessed by Consultant, or any act or omission by Consultant. Consultant’s full reasonable cooperation shall include, but not be limited to, being available to meet and speak with officers or employees of the Company, its

 

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affiliates and/or their counsel at reasonable times and locations, including in connection with interviews and factual investigations), executing documents Consultant knows to be accurate and truthful, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, turning over to the Company all relevant Company documents which are or may have come into Consultant’s possession during Consultant’s employment or during the Consulting Period and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. In requesting such services, the Company will consider other commitments that Consultant may have at the time of the request and shall reimburse Consultant for reasonable expenses consistent with expense reimbursement for senior executives of the Company.

To the extent Consultant is made, or are threatened to be made, a party to or participant in any proceeding relating to Consultant’s employment by the Company and/or service as a Director or Officer of the Company, the Company shall provide Consultant indemnification as described in the Indemnification and Advancement Agreement entered into by and between Consultant and the Company on our around June 9, 2022, and/or the Company’s ByLaws and Certificate of Incorporation as amended.

8. Code Section 409A.

(a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the date of this Agreement (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that following the date of this Agreement, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A, provided, however, that this Section 9 does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law.

(b) Any right under this Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of service) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of service under this Agreement may only be made upon Consultant’s “separation from service” (within the meaning of Section 409A).

(c) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to Consultant during the six-month period following Consultant’s “separation from service” with the Company (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier

 

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date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Consultant’s death), the Company shall pay Consultant a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Consultant during such period (without interest).

9. Breach. In the event Consultant breaches Section 5 (including the Restrictive Covenants), any outstanding obligations of the Company hereunder shall immediately terminate, and the Company’s covenants hereunder shall be deemed null and void in their entirety.

10. Governing Law. This Agreement shall be construed under the laws of the State of North Carolina, both procedural and substantive.

11. Waiver. The failure to enforce any provision of this Agreement shall not be construed to be a waiver of such provision or to affect the validity of this Agreement or the right of any party to enforce this Agreement.

12. Headings. The headings in this Agreement are provided solely for convenience, and are not intended to be part of, nor to affect or alter the interpretation or meaning of, this Agreement.

13. Severability. If any sentence, phrase, section, subsection or portion of this Agreement is found to be illegal or unenforceable, such action shall not affect the validity or enforceability of the remaining sentences, phrases, sections, subsections or portions of this Agreement, which shall remain fully valid and enforceable.

14. Assignment. This Agreement is personal to Consultant and, without the prior written consent of the Company, shall not be assignable by Consultant other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Consultant’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns.

15. Ambiguities. Both parties have participated in the negotiation of this Agreement and, thus, it is understood and agreed that the general rule that ambiguities are to be construed against the drafter shall not apply to this Agreement. In the event that any language of this Agreement is found to be ambiguous, each party shall have an opportunity to present evidence as to the actual intent of the parties with respect to any such ambiguous language.

16. Entire Agreement; Amendments. This Agreement (including the exhibits hereto), constitutes the entire agreement between the parties concerning the subject matter hereof. All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement including, but not limited to, the Employment Agreement (except as expressly provided herein with respect to the Employment Agreement Restrictive Covenants or as expressly provided in the Employment Agreement as surviving following the Separation Date), but excluding the Separation Agreement and any award agreements evidencing the Company Equity Awards. Consultant acknowledges and agrees that the payments and benefits set forth herein constitute full and complete satisfaction of the Company’s obligations to Consultant with respect to the Services, and Consultant shall have no right, title or interest in any payments or benefits except as provided herein. No amendments to this Agreement will be valid unless written and signed by Consultant and an authorized representative of the Company.

 

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17. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

18. Consultation with Counsel. Consultant acknowledges that (i) Consultant has thoroughly read and considered all aspects of this Agreement, that Consultant understands all its provisions and that Consultant is voluntarily entering into this Agreement, (ii) Consultant has been represented by, or had the opportunity to be represented by independent counsel of his own choice in connection with the negotiation and execution of this Agreement and has been advised to do so by the Company, and (iii) Consultant has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. Without limiting the generality of the foregoing, Consultant acknowledges that he has had the opportunity to consult with his own independent tax advisors with respect to the tax consequences to him of this Agreement, and that he is relying solely on the advice of his independent advisors for such purposes.

19. Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by email and also mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases addressed to:

If to Consultant: at Consultant’s most recent address on the records of the Company and by email to [***].

If to the Company:

Syneos Health, Inc.

1030 Sync Street

Morrisville, NC 27560

United States of America

Attention: General Counsel

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

[Signature page follows]

 

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IN WITNESS WHEREOF, Consultant has hereunto set Consultant’s hand and the Company has caused these presents to be executed in its name on its behalf, all as of the day and year set forth below.

 

Dated: January 5, 2023       /s/ Jason Meggs
      Jason Meggs
Dated: January 5, 2023       /s/ Jonathan Olefson
      Syneos Health, Inc.
      Name: Jonathan Olefson
      Title: General Counsel

Exhibit 99.1

FOR IMMEDIATE RELEASE

Syneos Health Announces Chief Financial Officer Transition

Reaffirms Full-Year 2022 Revenue Guidance

MORRISVILLE, N.C., January 9, 2023 - Syneos Health® (Nasdaq: SYNH), the only fully integrated biopharmaceutical solutions organization, today announced that, effective March 31, 2023, Jason Meggs will transition from his role as Chief Financial Officer to pursue other career opportunities. The Company has retained an executive search firm and commenced a comprehensive search for its next CFO. To facilitate a smooth transition, Mr. Meggs has agreed to serve as a consultant and support the Company’s ongoing transformation initiatives through the end of 2023.

“Jason has been an integral member of the Executive Leadership Team over the past five years, and, on behalf of the entire Company, I would like to thank him for his many contributions to Syneos Health,” said Michelle Keefe, CEO of Syneos Health. “I believe our balance sheet, strategy, and integrated expertise position us well to manage near-term headwinds while we continue to make investments for the Company’s long-term success.”

Mr. Meggs said, “I am grateful for having had the opportunity to work alongside my talented Syneos Health colleagues, and I am proud of our team’s many accomplishments. I am committed to supporting the finance team to ensure a smooth transition.”

Based on preliminary financial results, the Company is reaffirming its estimated full year 2022 revenue guidance that was previously provided on November 4, 2022. These preliminary financial results are based on the Company’s current estimate of its results for the year ended December 31, 2022, and remain subject to change based on the completion of closing and review procedures and the execution of the Company’s internal control over financial reporting. Mr. Meggs’ planned departure is not a result of any disagreement regarding the Company’s financial statements or disclosures.

About Syneos Health

Syneos Health® (Nasdaq:SYNH) is the only fully integrated biopharmaceutical solutions organization purpose-built to accelerate customer success. We lead with a product development mindset, strategically integrating clinical development, medical affairs and commercial capabilities to address modern market realities.

We bring together a talented team of professionals, who work across more than 110 countries, with a deep understanding of patient and physician behaviors and market dynamics. Together we share insights, use the latest technologies and apply advanced business practices to speed our customers’ delivery of important therapies to patients.

Syneos Health supports a diverse, equitable and inclusive culture that cares for colleagues, customers, patients, communities and the environment.

To learn more about how we are Shortening the distance from lab to life®, visit syneoshealth.com or subscribe to our podcast.


Forward Looking Statements

Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including the Company’s succession plan for the CFO role, Mr. Meggs’ anticipated departure and consulting service, and the Company’s anticipated financial results for the full year 2022. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: the need to hire, develop, and retain key personnel; the impact of unfavorable economic conditions, including the uncertain international economic environment; the completion of closing and review procedures and the execution of the Company’s internal control of financial reporting; and other risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as updated by the Company’s other SEC filings, copies of which are available free of charge on the Company’s website at investor.syneoshealth.com. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

 

Investor Relations Contact:    Press/Media Contact:
Ronnie Speight    Gary Gatyas
Senior Vice President, Investor Relations    Executive Director, External Communications
+1 919 745 2745    +1 908 763 3428
Investor.Relations@syneoshealth.com    gary.gatyas@syneoshealth.com