Ex-10.14



 



EXHIBIT 10.14



AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT



          THIS AMENDMENT (this “Amendment”) dated as of November 14, 2003 by and
between QUINTILES TRANSNATIONAL CORP., a North Carolina corporation (the
“Company”) and John S. Russell (“Executive”).



          WHEREAS, the Company and Executive have entered into that certain
Executive Employment Agreement, dated as of December 3, 1998, as amended on
October 26, 1999 (the “Agreement”); and



          WHEREAS, the Company and Executive desire to amend the Agreement to
reflect the acquisition of the Company by Pharma Services Holding, Inc., a
Delaware Corporation (“Pharma”) pursuant to that certain Agreement and Plan of
Merger, dated as of April 10, 2003 by and among the Company, Pharma and Pharma
Services Acquisition Corp., a North Carolina corporation and wholly-owned
subsidiary of Pharma.



          NOW, THEREFORE, in consideration of the mutual covenants and agreements
and the representations and warranties herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that the Agreement shall be
amended as follows, effective upon, and only upon, the Executive’s execution
hereof prior to November 17, 2003:



1.     The second sentence of the opening paragraph of the Agreement and the first
sentence of Section 2 of the Agreement shall each be amended by replacing
“Senior Vice President” with “Executive Vice President”.


2.     Section 2 of the Agreement shall be further amended by adding the following
sentence to the end of the first paragraph thereof:


        Executive shall also serve, without additional compensation, in such other
officer and director positions of Affiliates to which he may be appointed.


3.    Section 3.1 of the Agreement shall be amended to replace $16,666.00 with
$33,333.33, effective as of the Change in Control (as defined in Section 19.1,
as amended by this Amendment).


4.    Section 3.2 of the Agreement shall be amended to read as follows:



		
	 	     3.2 Annual Cash Bonus Plan. Executive may participate on a basis
commensurate with his position as a senior executive officer, as
determined by the Company, in the Company’s annual cash bonus plan which
may be made available from time to time to Company executives; provided,
however, that Executive’s participation is subject to the applicable
terms, conditions and



 






 







		
	 	eligibility requirements of the plan documents, some of which are within
the plan administrator’s discretion, as they may exist from time to time.



5.     Section 5.2 shall be amended to read as follows:


          5.2 If the Company terminates Executive’s employment pursuant to Section
4.1 (notice of non-renewal) or 4.2 (without cause), or if Executive terminates
Executive’s employment pursuant to Section 4.4 (breach of Agreement), then the
Company’s sole obligation to Executive, in lieu of any other damages or other
relief to which he otherwise may be entitled, shall be to pay: (i) amounts due
on the effective date of the termination; (ii) any amounts subsequently due
pursuant to the plan described in Section 3.2; and (iii) subject to Executive’s
compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.7 and 5.6
(release), 36 monthly payments, where each payment equals Executive’s monthly
rate of base salary in effect at the time of such termination multiplied by
1.55.



6.     The first sentence of Section 5.3 of the Agreement shall be amended by
adding “(but in no event after the date the Executive becomes eligible for
comparable coverage)” immediately after the reference to Section 5.2.


7.     Section 5.5 of the Agreement shall be deleted in its entirety and labeled
“[Reserved]”.


8.     Section 18 of the Agreement shall be amended to read as follows:


          18. ENTIRE AGREEMENT. This Agreement, along with three letters from
Pharma to Executive, one dated September 12, 2003 relating to the acquisition
of stock of Pharma by rollover, and two dated November 3, 2003 relating to the
acquisition of stock under the Pharma Stock Incentive Plan (collectively, the
“Pharma letters”), (i) supersede all other understandings, offers and
agreements, oral or written, between or among Executive, Pharma, the Company or
any of their affiliates; and (ii) constitute the sole agreement between or
among Executive, Pharma and the Company with respect to employment,
compensation and benefits. Executive 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 Agreement or the Pharma letters; and (ii) no agreement,
statement or promise not contained in this Agreement or the Pharma letters
shall be valid. No change or modification of this Agreement shall be valid or
binding upon the parties unless such change or modification is in writing and
is signed by the parties.



9.     Section 19.1 of the Agreement shall be amended to read as follows:



		
	 	     19.1 For purposes of this Agreement, a “Change in Control” shall
mean the consummation of the transactions pursuant to that certain
Agreement and Plan of Merger, dated as of April 10, 2003, as amended, by
and among the Company, Pharma Services Holding, Inc., a Delaware
corporation (“Pharma”), and Pharma



2






 







		
	 	Services Acquisition Corp., a North Carolina corporation and wholly-owned
subsidiary of Pharma (as such agreement may be amended from time to time,
the “Merger Agreement”).



10.     Section 19.2 of the Agreement shall be deleted in its entirety and labeled
“[Reserved]”.


11.     Section 19.3 of the Agreement shall be amended to read as follows:



		
	 	     19.3 Bonus. As soon as practicable following the occurrence of the
Change in Control, Executive shall be entitled to a cash bonus equal to
$500,000, less applicable withholdings. Such bonus shall not be taken
into account for purposes of determining any entitlement pursuant to
Section 5.2.



12.     Section 19.4 of the Agreement shall be amended by deleting subsection (B)
thereof, and by adding the following to the end of subsection (A):



		
	 	Executive acknowledges that all unexercised Options will be cancelled
upon the Change in Control, including without limit those with an
exercise price per share greater than or equal to $14.50, and will be
treated in the manner described in Section 2.9 of the Merger Agreement.



13.     Subsection (B) of Section 19.5 of the Agreement shall be amended to read as
follows:



		
	 	     (B) The Company will determine whether a Gross-Up Payment is
required pursuant to this Agreement and the amount thereof (the
“Determination”). If it is subsequently determined by the Internal
Revenue Service (“IRS”) on audit that Executive is in fact subject an
Excise Tax larger than that on which the Company based its Determination,
then the Company shall recalculate the Gross-Up Payment and pay to
Executive the additional amount required (including any interest or
penalties incurred by Executive due to the increase in the Excise Tax).
The Company, at its cost, may, on Executive’s behalf, challenge any
assessment or imposition of any Excise Tax by the IRS, and Executive will
assist and cooperate with the Company with respect to any such challenge.
Should Executive receive a refund of any Excise Tax previously paid,
Executive shall repay to the Company the portion of any Gross-Up Payment
made in respect of the Excise Tax so refunded. Executive will, with
respect to the applicability of the Excise Tax, take a position
consistent with that of the Company at all times.



14.     A new Section 20 shall be added to the Agreement to read as follows:


3






 


          20. TAX WITHHOLDING. The Company shall have the right to deduct and
withhold such amounts from any payment made hereunder as may be necessary to
enable the Company to satisfy any applicable withholding obligation imposed by
law.



          IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
Executive and by a duly authorized officer of the Company as of the date and
year first above written.




	 	 	 	 	 
	 	 	QUINTILES TRANSNATIONAL CORP.
	 	 	 	 	 
	 	 	
By:	 	/s/ Beverly Rubin
Moyer
	 	 	 	 	

	 	 	 	 	Name: Beverly Rubin
Moyer
	 	 	 	 	Title:




	 	 
	 	/s/ John S. Russell
	 	

	 	John S. Russell




4