Ex-10.17



 



EXHIBIT 10.17



	 	 	 
		 	Quintiles Transnational Corp.

Post Office Box 13979

Research Triangle Park, NC 27709-3979

919 941 2000/Fax 919 941 9113

http://www.quintiles.com



EXECUTIVE EMPLOYMENT AGREEMENT




	 	 	 
	 	 	
     This Executive Employment Agreement (“Agreement”), dated as of July 25,
2000, is made and entered into by QUINTILES TRANSNATIONAL CORP., a North
Carolina corporation (hereinafter the “Company”) and RON WOOTEN (hereinafter
the “Executive”). The Company desires employ Executive as its Senior Vice
President, Finance, and provide adequate assurances to Executive and Executive
desires to accept such employment on the terms set forth below, which terms
Executive agreed to in Executive’s offer letter, which is incorporated herein
by reference.
	 	 	 
	 	 	
     In consideration of the mutual promises set forth below and other good
and valuable new consideration, the receipt and sufficiency of which the
parties acknowledge, the Company and Executive agree as follows:
	 	 	 
	 	 	
     1. EMPLOYMENT. The Company employs Executive and Executive
accepts employment on the terms and conditions set forth in this Agreement
	 	 	 
	 	 	
     2. NATURE OF EMPLOYMENT. Executive shall serve as Senior Vice
President, Finance, and have such responsibilities and authority as the
Company may
assign from time to time. Additionally, Executive agrees to perform such
other duties
consonant with those of an executive at his level as the Company may set
from time to time.
	 	 	 
	 	 	
          2.1 Executive shall perform all duties and exercise all authority in
accordance with, and shall otherwise comply with, all Company policies,
procedures,
practices and directions.
	 	 	 
	 	 	
          2.2 Executive shall devote all working time, best efforts, knowledge
and experience to perform successfully his duties and advance the
Company’s and/or its
Affiliates’ interests. During his employment, Executive shall not engage
in any other
business activities of any nature whatsoever (including board memberships)
for which he
receives compensation without the Company’s prior written consent;
provided, however,
this provision does not prohibit him from personally owning and trading in
stocks, bonds,
securities, real estate, commodities or other investment properties for
his own benefit,
which do not create actual or potential conflicts of interest with the
Company and/or its



1






 







	 	 	 
	 	 	
Affiliates. As used in this Agreement, “Affiliates” 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
the Company or Company’s parent, subsidiary or related entity.
	 	 	 
	 	 	
          2.3 Executive’s base of operation shall be Durham, North Carolina,
subject to business travel as may be necessary in the performance of
Executive’s duties.
	 	 	 
	 	 	
     3. COMPENSATION.
	 	 	 
	 	 	
           3.1 Base Salary. Executive’s monthly salary for all services rendered
shall be $16,666.67 (less applicable withholdings), payable in accordance
with the
Company’s policies, procedures and practices as they may exist from time
to time.
Executive’s salary shall be reviewed in accordance with the Company’s
policies,
procedures and practices as they may exist from time to time.
	 	 	 
	 	 	
           3.2 Executive Compensation Plan. Executive may participate as a
Level 3.5 employee in the Executive Compensation Plan (or successor plans)
(“ECP”)
which may be made available from time to time to Company executives at
Executive’s
level; 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.
	 	 	 
	 	 	
           3.3 Tax Returns. Executive shall be entitled to tax return preparation
and reasonable financial planning, consultation and advice by the
Company’s accounting
firm and/or legal counsel and/or financial consultants as the Company may
provide from
time to time to Company executives at Executive’s level.
	 	 	 
	 	 	
          3.4 Other Benefits. Executive may participate in all medical, dental
and disability insurance, 401(k), pension, personal leave, car allowance
and other
employee benefit plans and programs, except Executive may not receive
severance
payments other than specified in this Agreement; provided, however, that
Executive’s
participation in benefit plans and programs is subject to the applicable
terms, conditions
and eligibility requirements of these plans and programs, some of which
are within the
plan administrator’s discretion, as they may exist from time to time.



2






 







	 	 	 
	 	 	
          3.5 Business Expenses. Executive shall be reimbursed for reasonable
and necessary expenses actually incurred by him in performing services
under this
Agreement 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. Expenses covered by this provision include but are not limited
to travel,
entertainment, professional dues, subscriptions and dues, fees and
expenses associated
with membership in various professional, and business and civic
associations of which
Executive’s participation is in the Company’s best interest.
	 	 	 
	 	 	
           3.6 Nothing in this Agreement shall require the Company to create,
continue or refrain from amending, modifying, revising or revoking any of
the plans,
programs or benefits set forth in Sections 3.2 through 3.5. Any
amendments,
modifications, revisions and revocations of these plans, programs and
benefits shall apply
to Executive.
	 	 	 
	 	 	
           3.7 If, at any time during which Executive is receiving salary or post-termination payments from the Company, he receives payments on account of
mental or
physical disability from any Company-provided plan, then the Company, at
its discretion,
may reduce his salary or post-termination payments by the amount of such
disability
payments.
	 	 	 
	 	 	
      4. TERM OF EMPLOYMENT. The original term of employment shall be for a one
(1) year period commencing on July 24, 2000, 2000, and terminating on July 23,
2001, subject to the following provisions:
	 	 	 
	 	 	
           4.1 Upon the expiration of the original or any renewal term of
employment, Executive’s employment shall be automatically renewed for an
additional
one (1) year period unless, at least ninety (90) days prior to the renewal
date, either party
gives the other party written notice of its intent not to continue the
employment
relationship. During any renewal term of employment, the terms,
conditions and
provisions set forth in this Agreement shall remain in effect unless
modified in
accordance with Section 15.
	 	 	 
	 	 	
           4.2 Either party may terminate the employment relationship without
cause at any time upon giving the other party ninety (90) days written
notice.



3






 







	 	 	 
	 	 	
          4.3 The Company may terminate the Executive’s employment
relationship immediately without notice at any time for the following
reasons which shall
constitute “Cause”: (i) Executive’s death; (ii) Executive’s physical or
mental inability to
perform the essential functions of his duties satisfactorily for a period
of 180 consecutive
days or 180 days in total within a 365-day period as determined by the
Company in its
reasonable discretion and in accordance with applicable law; (iii) any act
or omission of
Executive constituting willful misconduct (including willful violation of
the Company’s
policies), gross negligence, fraud, misappropriation, embezzlement,
criminal behavior,
conflict of interest or competitive business activities which, as
determined by the
Company in its reasonable discretion, shall cause material harm, or any
other actions that
are materially detrimental to the Company or any Affiliates’ interest;
(iv) any other
reason recognized as “cause” under applicable law; or (v) Executive’s
material breach of
this Agreement.
	 	 	 
	 	 	
           4.4 Executive may terminate Executive’s employment with the
Company as a result of the Company’s failure to cure its material breach
of this
Agreement after Executive has given the Company notice of the material
breach and at
least thirty (30) days to cure the breach (or such longer period as may be
reasonably
required to cure the breach as long as the Company is making good faith
efforts to do so).
	 	 	 
	 	 	
           4.5 This Agreement shall terminate upon the termination of the
employment relationship with the following exceptions: Section 6 (Trade
Secrets,
Confidential Information, Company Property and Competitive Business
Activities), 7
(Intellectual Property Ownership), 8 (License), 9 (Release), and 12
(Change in Control)
shall survive the termination of Executive’s employment and/or the
expiration or
termination of this Agreement, regardless of the reasons for such
expiration or
termination.
	 	 	 
	 	 	
      5. COMPENSATION AND BENEFITS UPON
TERMINATION.
	 	 	 
	 	 	
          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 plan 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 5.5.



4






 







	 	 	 
	 	 	
           5.2 If the Company terminates Executive’s employment pursuant to
Sections 4.1 (notice of non-renewal) or 4.2 (without cause), then the
Company’s sole
obligation shall be to pay Executive: (i) amounts due on the effective
termination date;
(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, an amount equal to his then current monthly salary
(less applicable
withholdings) for the twelve (12) month non-competition period set forth
in Section 6.3,
payable in equal monthly installments.
	 	 	 
	 	 	
           5.3 During the period during which Executive receives post-
termination payments pursuant to Section 5.2, he may continue to
participate, to the
extent permitted by the applicable plans and subject to their terms,
conditions and
eligibility requirements, in all employee welfare benefits plans (as
defined by the
Employee Retirement Income Security Act of 1974, as amended) in which
Executive
participated on his effective termination date. The Company will pay or,
at the
Company’s discretion, reimburse Executive for the premiums actually paid,
to continue
coverage under such plans during the period. Notwithstanding the Company’s
payment
of or reimbursement for the premiums, any coverage under such plans shall
be subject to
the terms, conditions and eligibility requirements of such plans, and
nothing in this
Section shall constitute any guaranty of coverage.
	 	 	 
	 	 	
           5.4 If the Company terminates Executive’s employment as provided in
Sections 4.3 (i) (death), (ii) (physical or mental inability to perform),
(iii) (materially
harmful acts or omissions), (iv) (other reasons recognized as “cause”) or
(v) (Executive’s
material breach) or if the Executive terminates his employment pursuant to
Section 4.1
(notice of non-renewal) or Section 4.2 (without cause), then the Company’s
sole
obligation shall be to pay Executive: (i) amounts due on the effective
termination date
and (ii) any amounts subsequently due pursuant to the plan described in
Section 3.2.
Executive, except when employment terminates pursuant to Section 4.3(i)
(death), shall
comply with Sections 6,7,8 and 9 of this Agreement upon expiration or
termination of
this Agreement.
	 	 	 
	 	 	
           5.5 If Executive terminates the employment relationship as a result of
the Company’s failure to cure its material breach of this Agreement after
he has given the
Company notice of the material breach and 30 days in which to cure the
breach (or such
longer period as may be reasonably required to cure the breach as long as
the Company is




5










 







	 	 	 
	 	 	
 




	 	 
	 	making good faith efforts to do so), pursuant to Section 4.4 of this
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
(i) an amount equal to amounts due at the time of his termination; and (ii)
subject to Executive’s compliance with Sections 6, 7, 8 and 9 and subject to
Sections 3.7 and 5.6, liquidated damages in an amount equal to his then
current monthly salary (less applicable withholdings) for the twelve (12)
month non-competition period set forth in Section 6.3, payable in equal monthly
installments.



		
	 	          5.6 The Company’s obligation to provide the payments under Sections
5.2 and 5.5 is conditioned upon Executive’s execution of an enforceable
release of all
claims and his compliance with Sections 6, 7, 8 and 9 of this Agreement.
If Executive
chooses not to execute such a release or fails to comply with these
sections, then the
Company’s obligation to compensate him ceases on the effective termination
date except
as to amounts due at that time and any amount subsequently due pursuant to
the plan
described in Section 3.2.




		
	 	          5.7 Executive is not entitled to receive any compensation or benefits
upon his termination except as: (i) set forth in this Agreement; (ii)
otherwise required by
law; or (iii) otherwise required by any employee benefit plan in which he
participates.
Nothing in this Agreement, however, is intended to waive or supplant any
death,
disability, retirement, 401(k) or pension benefits to which he may be
entitled under
employee benefit plans in which he participates.
	 
	 	     6. TRADE
SECRETS, CONFIDENTIAL INFORMATION,
COMPANY PROPERTY AND COMPETITIVE BUSINESS ACTIVITIES.
Executive acknowledges that: (i) the Company and its Affiliates have worldwide
business operations, a worldwide customer base, and are engaged in the business
of contract research, sales and marketing, healthcare policy consulting and
health information management services to the worldwide pharmaceutical,
biotechnology, medical device and healthcare industries; (ii) by virtue of his
employment by and upper-level position with the Company, he has or will have
access to Trade Secrets and Confidential Information (as defined in Sections
6.1(5) and 6.1(6)) of the Company and its Affiliates, including valuable
information about their worldwide business operations and entities with whom
they do business in various locations throughout the world, and has developed
or will develop relationships with their customers and others with whom they do
business in various locations throughout the world; and (iii) the Trade Secret,



6






 








	 	 	 
	 	 	
 




		
	 	Confidential Information and Competitive Business Activities’ provisions set
forth in this Agreement are reasonably necessary to protect the Company’s and
its Affiliates’ legitimate business interests, are reasonable as to the time,
territory and scope of activities which are restricted, do not interfere with
public policy or public interest and are described with sufficient accuracy
and definiteness to enable him to understand the scope of the restrictions
imposed on him/her.
	 
	 	          6.1
Trade Secrets and Confidential Information. Executive acknowledges
that: (i) the Company and/or its Affiliates will disclose to him certain Trade
Secrets and Confidential Information; (ii) Trade Secrets and Confidential
Information are the sole and exclusive property of the Company and/or its
Affiliates (or a third party providing such information to the Company and/or
its Affiliates) and the Company and/or its Affiliates or such third party owns
all worldwide rights therein under patent, copyright, trademarks, trade
secret, confidential information or other property right; and (iii) the
disclosure of Trade Secrets and Confidential Information to Executive does not
confer upon him any license, interest or rights of any kind in or to the Trade
Secrets or Confidential Information.
	 
	 	               6.1(1) Executive may use the Trade Secrets and Confidential Information
only while he is employed or otherwise retained by the Company and only then
in accordance with applicable Company policies and procedures and solely for
the Company’s benefit. Except as authorized in the performance of services for
the Company, Executive will hold in confidence and will not, either or
indirectly, in any form, by any means, or for any purpose, disclose,
reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or
transfer Trade Secrets or Confidential Information or any portion thereof.
Upon the Company’s request, Executive shall return Trade Secrets and
Confidential Information and all related materials.
	 
	 	               6.1(2) If Executive is required to disclose Trade Secrets or 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, he 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



7






 









	 	 	 
	 	 	
 




		
	 	counsel of its choice in any proceeding relating to any such court order,
subpoena, other government process or claims.




		
	 	               6.1(3) Executive’s obligations with regard to Trade Secrets shall remain
in effect for as long as such information shall remain a trade secret under
applicable law.
	 
	 	               6.1(4) Executive’s obligations with regard to Confidential Information
shall remain in effect while he is employed or otherwise retained by the
Company and/or its Affiliates and for fifteen (15) years thereafter.
	 
	 	               6.1(5) As used in this Agreement, “Trade Secrets” means information of
the Company, 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: (i) 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 (ii) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy.
	 
	 	               6.1(6) As used in this Agreement, “Confidential Information” means
information other than Trade Secrets, that is of value to its owner and is
treated as confidential, including, but not limited to, future business plans,
licensing strategies, advertising campaigns, information regarding executives
and employees, and the terms and conditions of this Agreement; provided,
however, Confidential Information shall not include information which is in
the public domain or becomes public knowledge through no fault of Executive.
	 
	 	          6.2 Company Property. Upon termination of his employment, Executive 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 and/or
Affiliates property (including, but not limited to, keys, credit cards, client
files, contracts, proposals, work in



8






 







	 	 	 
	 	 	
 




		
	 	process, manuals, forms, computer stored work in process and other computer
data, research materials, other items of business information concerning any
Company and/or Affiliates client, or Company and/or Affiliates business or
business methods, including all copies thereof) which is in his possession,
custody or control; (iii) bring all such records, files and other materials up
to date before returning them; and (iv) fully cooperate with the Company in
winding up his work and transferring that work to other individuals designated
by the Company.
	 
	 	          6.3 Competitive Business Activities. During his employment and the one
(1) year following his effective termination date (regardless of the reason
for the termination), Executive will not engage in the following activities:
	 
	 	               (A) on Executive’s own or another’s behalf, whether as an officer,
director, stockholder, partner, associate, owner, employee, consultant or
otherwise, directly or indirectly:
	 
	 	                    (i) compete with the Company or its Affiliates within
the geographical areas set forth in Section 6.3(1); except that Executive,
without violating this provision, may become employed by any company which is
engaged in the integrated development, discovery, manufacture, marketing and
sale of pharmaceutical drugs that does not engage in contract sales and/or
research;
	 
	 	                    (ii) within the geographical areas set forth in Section
6.3(1), solicit or do business which is the same, similar to or otherwise in
competition with the business engaged in by the Company or its Affiliates,
from or with persons or entities: (A) who are customers of the Company or its
Affiliates; (B) who Executive or someone for whom he was responsible
solicited, negotiated, contracted or serviced on the Company’s or its
Affiliates’ behalf; or (C) who were customers of the Company or its Affiliates
at any time during the last year of Executive’s employment with the Company;
	 
	 	                    (iii) offer employment to or otherwise solicit for
employment any employee or other person who had been employed by the Company or
its Affiliates during the last year of Executive’s employment with the Company;
or



9






 







	 	 	 
	 	 	
 




		
	 	               (B) directly or indirectly take any action which is materially
detrimental or otherwise intended to be adverse to the Company’s and/or
Affiliates’ goodwill, name, business relations, prospects and operations.
	 
	 	               6.3(1) The restrictions set forth in Section 6.3 apply to the following
geographical areas; (i) within a 60-mile radius of the Company and/or its
Affiliates where the Executive had an office during the Executive’s employment
with the Company and/or its Affiliates; (ii) any city, metropolitan area,
county (or similar political subdivision in foreign countries) in which
Executive’s substantial services were provided, or for which Executive had
substantial responsibility, or in which Executive performed substantial work
on Company and/or Affiliates’ projects, while employed by the Company; and
(iii) any city, metropolitan area, county (or similar political subdivisions
in foreign countries) in which the Company or its Affiliates is located or
does or, during Executive’s employment with Company, did business.
	 
	 	               6.3(2) Notwithstanding the foregoing, Executive’s ownership, directly or
indirectly, of not more than one 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 market shall not violate Section 6.3.
	 
	 	          6.4 Remedies. Executive acknowledges that his failure to abide by the
Trade Secrets, Confidential Information, Company Property or Competitive
Business Activities provisions 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: (i) the Company will be released of its
obligations under this Agreement to make any post-termination payments,
including but not limited to those otherwise available pursuant to Sections
5.2, 5.3, 5.4, 5.5; (ii) 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; (iii)
Executive will return all post-termination payments received pursuant to this
Agreement, including but not limited to those received pursuant to Sections
5.2, 5.3, 5.4, 5.5; (iv) Executive will indemnify the Company and/or its
Affiliates for all expenses including attorneys’ fees in seeking to enforce
these provisions; and (v) if, as a result of Executive’s failure to abide by
the Trade Secrets, Confidential Information, Company Property or Competitive
Business



10






 








	 	 	 
	 	 	
 




		
	 	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 Trade Secrets, Confidential Information, Company Property and
Competitive Business Activities provisions set forth in this Agreement.
	 
	 	          6.5 Tolling. The period during which Executive must refrain from the
activities set forth in Sections 6.1 and 6.3 shall be tolled during any
period in which he
fails to abide by these provisions.
	 
	 	          6.6 Other Agreements. Nothing in this Agreement shall terminate,
revoke or diminish Executive’s obligations or the Company’s and/or its
Affiliates’ rights
and remedies under law or any agreements relating to trade secrets,
confidential
information, non-competition or intellectual property which Executive has
executed in
the past or may execute in the future or contemporaneously with this
Agreement.
	 
	 	     7. INTELLECTUAL PROPERTY OWNERSHIP.
	 
	 	          7.1 As used in this Agreement, “Work Product” shall mean the data,
materials, documentation, computer programs, inventions (whether or not
patentable),
improvements, modifications, discoveries, methods, developments, picture,
audio, video,
artistic works and all works of authorship, including all worldwide rights
therein under
patent, copyright, trademark, trade secret, confidential information or
other property
right, created or developed in whole or in part by Executive, while
employed by the
Company (whether developed during work hours or not), whether prior or
subsequent to
the date of this Agreement.
	 
	 	          7.2 All Work Product shall be considered work made for hire by
Executive and owned by the Company. If any of the Work Product may not,
by
operation of law be considered work made for hire by Executive for the
Company, or if
ownership of all right, title, and interest of the intellectual property
rights therein shall
not otherwise vest exclusively in the Company, Executive hereby assigns to
the



11






 







	 	 	 
	 	 	
 




		
	 	Company, and upon the future creation thereof automatically assigns to the
Company, without further consideration, the ownership of all Work Product. The
Company shall have the right to obtain and hold in its own name copyrights,
registrations and any other protection available in the Work Product.
Executive agrees to perform, during or after his employment, such further acts
which the Company requests as may be necessary or desirable to transfer,
perfect and defend its ownership of the Work Product.
	 
	 	          7.3 Notwithstanding the foregoing, this Agreement shall not require
assignment of any invention that: (i) Executive developed entirely on his
own time
without using the Company’s equipment, supplies, facilities,
Trade Secrets or
Confidential Information; and (ii) does not relate to the Company’s
business or actual or
anticipated research or development or result from any work performed by
Executive for
the Company.
	 
	 	          7.4 Executive shall promptly disclose to the Company in writing all
Work Product conceived, developed or made by him/her, individually or
jointly.
	 
	 	     8. LICENSE. To the extent that any preexisting materials are contained in
Work Product which Executive delivers to the Company or its customers,
Executive
grants to the Company an irrevocable, nonexclusive, worldwide,
royalty-free license to:
(i) use and distribute (internally or externally) copies of, and prepare
derivative works
based upon, such preexisting materials and derivative works thereof; and
(ii) authorize
others to do any of the foregoing.
	 
	 	     9. RELEASE. Executive acknowledges that: (i) as a part of his services, he
may provide his image, likeness, voice or other characteristics; and (ii)
the Company may
use his image, likeness, voice or other characteristics and expressly
releases the
Company, its Affiliates and its and/or their agents, employees, licensees
and assigns from
and against any and all claims which he has or may have for invasion of
privacy, right of
privacy, defamation, copyright infringement or any other causes of action
arising out of
the use, adaptation, reproduction, distribution, broadcast or
exhibition of such
characteristics.



12






 







	 	 	 
	 	 	
 




		
	 	     10. EMPLOYEE REPRESENTATION. Executive represents and warrants
that his employment and obligations under this Agreement will not (i)
breach any duty or
obligation he owes to another or (ii) violate any law, recognized ethics
standard or
recognized business custom.
	 
	 	     11. OFFICERS AND DIRECTORS INDEMNIFICATION
PROVISIONS. To the extent Executive serves as a Company and/or Affiliate
officer or
director, Executive shall be entitled to insurance under Company’s
directors and officers’
indemnification policies comparable to any such insurance covering
executives of the
applicable entity serving in similar capacities. Further, the Company’s
bylaws shall
contain provisions granting to Executive the maximum indemnity protection
allowed
under applicable law and the Company hereby agrees to indemnify and hold
harmless
Executive in accordance with such maximum indemnity protection allowed
under
applicable law.
	 
	 	     12. CHANGE IN CONTROL.
	 
	 	          12.1 For purposes of this Agreement, a “Change in Control” shall mean
the occurrence of any one of the following:
	 
	 	               (A) An acquisition (other than directly from the Company) of
any voting securities of the Company by any “Person” (as such term is used
in Sections
3(A)(9), 13(D)(3) and 14(D)(2) of the Securities Exchange Act of 1934, as
amended (the
“Act”)), after which such Person, together with its “affiliates” and
“associates” (as such
terms are defined in Rule 12b-2 under the Act), becomes the “beneficial
owner” (as such
term is defined in Rule 13d-3 under the Act), directly or indirectly, of
more than one-third (33.33%) of the total voting power of the Company’s then outstanding
voting
securities, but excluding any such acquisition by the Company, any Person
of which a
majority of its voting power or its voting equity securities or equity
interests is owned,
directly or indirectly, by the Company (for purposes hereof, a
“Subsidiary”), any
employee benefit plan of the Company or any of its Subsidiaries (including
any Person
acting as trustee or other fiduciary for any such plan), or Dennis B.
Gillings;
	 
	 	               (B) The shareholders of the Company approve a merger, share
exchange, consolidation or reorganization involving the Company and any
other
corporation or other entity that is not controlled by the Company, as a
result of which less



13






 







	 	 	 
	 	 	
 




		
	 	than two-thirds (66.66%) of the total voting power of the outstanding voting
securities of the Company or of the successor corporation or entity after such
transaction is held in the aggregate by the holders of the Company’s voting
securities immediately prior to such transaction;
	 
	 	               (C) The shareholders of the Company approve a liquidation or
dissolution of the Company, or approve the sale or other disposition by
the Company of
all or substantially all of the Company’s assets to any Person (other than
a transfer to a
Subsidiary of the Company);
	 
	 	               (D) During any period of 24 consecutive months, the
individuals who constitute the Board of Directors of the Company at the
beginning of
such period (the “Incumbent Directors”) cease for any reason to constitute
at least two-thirds of the Board of Directors; provided, however, that a director who
is not a director
at the beginning of such period shall be deemed to be an Incumbent
Director if such
director is elected or recommended for election by at least two-thirds
(66.66%) of the
directors who are then Incumbent Directors.
	 
	 	          12.2
Termination Following Change in Control. After the occurrence of a
Change in Control, Executive shall be entitled to receive payments and
benefits pursuant to this Agreement if, at the time of the Change in Control,
(i) Executive is in ECP Levels 1 to 2 and his/her employment is terminated
pursuant to Sections 12.2(A), (B), or (C) below, or (ii) Executive is in ECP
Levels 2.5 to 4 and his/her employment is terminated pursuant to Sections
12.2(B) or (C) below.
	 
	 	               (A) Within eighteen (18) months following a Change in Control, Executive
terminates his employment with Company by giving written notice of such
termination to Company.
	 
	 	               (B) Within eighteen (18) months following a Change in
Control, Company terminates Executive’s employment for reasons other than
“Cause” as
such term is defined in Section 4.3 hereof.


               (C) Within eighteen (18) months following a Change in
Control, Executive terminates his employment with the Company for “Good
Reason.”



14






 







	 	 	 
	 	 	
 




		
	 	For purposes of this Agreement, “Good Reason” shall mean the occurrence after a
Change in Control of any of the following events or conditions:
	 
	 	                    (i) a change in Executive’s status, title, position or
responsibilities (including reporting responsibilities) which, in Executive’s
reasonable judgment, represents an adverse change from his/her status, title,
position or responsibilities in effect immediately prior thereto; the
assignment to Executive of any duties or responsibilities which in Executive’s
reasonable judgment, are inconsistent with his/her status, title, position or
responsibilities; or any removal of Executive from or failure to reappoint or
reelect him/her to any such positions, status, or title except in connection
with the termination of his/her employment for Cause or by Executive other
than for Good Reason,
	 
	 	                    (ii) a reduction in Executive’s base salary;
	 
	 	                    (iii) the Company’s requiring Executive to be based at
any place outside a thirty (30) mile radius from Executive’s principal place
of residence, except for reasonably required travel on Company’s business
which is not greater than such travel requirements prior to the Change in
Control;
	 
	 	                    (iv) the failure by the Company to continue in effect any
compensation, welfare or benefit plan in which Executive is participating at
the time of a Change in Control, including benefits pursuant to the Executive
Compensation Plan or similar plans, without substituting plans providing
Executive with substantially similar or greater benefits, or the taking of any
action by the Company which would adversely affect Executive’s participation
in or materially reduce Executive’s benefits under any such plans or deprive
Executive of any material fringe benefit enjoyed by Executive at the time of
the Change in Control;
	 
	 	                    (v) any purported termination of Executive’s
employment for Cause without grounds therefor;
	 
	 	                    (vi) the insolvency or the filing (by any party including the Company)
of a petition for bankruptcy of the Company;



15






 








	 	 	 
	 	 	
 




		
	 	                         (vii) any material breach by the Company of any
provision of this Agreement after Executive has given the Company notice of
the material breach and at least thirty (30) days to cure the breach (or such
longer period as may be reasonably required to cure the breach as long as the
Company is making good faith efforts to do so.); or
	 
	 	                         (viii) the failure of the Company to obtain an agreement,
satisfactory to Executive, from any successor or assign of the Company to
assume and agree to perform this Agreement.
	 
	 	          12.3 Severance Pay and Benefits. If Executive’s employment with the
Company terminates under circumstances as described in Section 12.2. above,
Executive shall be entitled to receive all of the following:
	 
	 	               (A) all accrued compensation through the termination date,
plus any Bonus for which the Executive otherwise would be eligible in the
year of
termination, prorated through the termination date, payable in cash. For
purposes of
Sections 12.3(A) and 12.3(B), “Bonus” shall be defined as any benefits for
which
Executive would be eligible under the Executive Compensation Plan
described in Section
3.2 of this Agreement. The amount of such Bonus shall be paid in cash and,
for purposes
of Sections 12.3(A) and 12.3(B), shall be calculated as if Executive had
achieved 100%
of Executive’s performance goals for that year.
	 
	 	               (B) a severance payment equal to two and ninety-nine

hundredths (2.99) times the amount of Executive’s most recent annual
compensation,
including the amount of his/her most recent annual Bonus. The severance
amount shall
be paid (i) in cash in thirty-four (34) equal monthly installments
commencing one month
after the termination date, or (ii) in a lump sum, within one month after
the termination
date, at the sole option of the Executive.
	 
	 	               (C) the Company shall maintain in full force and effect, for
eighteen (18) months after the termination date, all life insurance,
health, accidental death
and dismemberment, disability plans and other benefit programs in which
Executive is
entitled to participate immediately prior to the termination date,
provided that Executive’s
continued participation is possible under the general terms and provisions
of such plans
and programs. Executive’s continued participation in such plans and
programs shall be at



16






 







	 	 	 
	 	 	
 




		
	 	no greater cost to Executive than the cost he/she bore for such participation
immediately prior to the termination date. If Executive’s participation in any
such plan or program is barred, Company shall arrange upon comparable terms,
and at no greater cost to Executive than the cost he/she bore for such plans
and programs prior to the termination date, to provide Executive with benefits
substantially similar to, or greater than, those which he/she is entitled to
receive under any such plan or program; and
	 
	 	               (D) a lump sum payment (or otherwise as specified by Executive to the
extent permitted by the applicable plan) of any and all amounts contributed to
a Company pension or retirement plan which Executive is entitled to under the
terms of any such plan through the date of termination.
	 
	 	     12.4 Stock Options.
	 
	 	               (A) Upon a Change in Control, all options (“Options”) to
purchase Common Stock of the Company held by Executive as of the date of
the Change
in Control shall become fully vested and exercisable.
	 
	 	               (B) If Executive’s employment with the Company terminates
pursuant to Section 12.2, then the Options shall remain exercisable until
the later of:
	 
	 	                    (i) the expiration of the applicable period for exercise
following termination of employment set forth in the Option agreements (or in
any other agreement between Executive and the Company that supersedes the
Option agreements); or
	 
	 	                    (ii) three (3) years after the date of termination (to the
extent of the terms of the Options); provided, however, that any “incentive
stock options” within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”), that are exercised more than ninety (90)
days after the date of termination pursuant Section 12.2 shall be treated for
tax purposes as nonqualified stock options.
	 
	 	          12.5 Excise Tax Payments.
	 
	 	               (A) If any payment or benefit (within the meaning of Section 280G(b)(2) of
the Code), to Executive or for his/her benefit pursuant to this Agreement



17






 







	 	 	 
	 	 	
 




		
	 	(a “Payment”) is subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then the amount of the Payment net of all taxes other than
the Excise Tax (the “Net Amount”) shall be calculated. Executive shall then
receive, in addition to the Payment, an additional payment (the “Gross-Up
Payment”), which shall be an amount such that, after payment of all taxes
(including the Excise Tax) on the Payment and the Gross-Up Payment, Executive
shall retain an amount equal to the Net Amount.
	 
	 	               (B) An initial determination as to whether a Gross-Up Payment
is required pursuant to this Agreement and the amount of such Gross-Up
Payment shall
be made at Company’s expense by an accounting firm selected by Company and
reasonably acceptable to Executive which is designated as one of the five
largest
accounting firms in the United States (the “Accounting Firm”). The
Accounting Firm
shall provide its determination (the “Determination”), together with
detailed supporting
calculations and documentation to Company and Executive within ten days of
the date
Executive’s employment terminates if applicable, or such other time as
requested by
Company or by Executive (provided Executive reasonably believes that any
of the
Payments may be subject to the Excise Tax) and if the Accounting Firm
determines that
no Excise Tax is payable by Executive with respect to a Payment, it shall
furnish
Executive with an opinion reasonably acceptable to Executive that no
Excise Tax will be
imposed with respect to any such Payment. Within ten days of the
delivery of the
Determination to Executive, Executive shall have the right to dispute the
Determination
(the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to
this Section
12.5 shall be paid by Company to Executive within five days of the receipt
of the
Accounting Firm’s determination. The existence of the Dispute shall not in
any way
affect Executive’s right to receive the Gross-Up Payment in accordance
with the
Determination. Upon the final resolution of a Dispute, Company shall
promptly pay to
Executive any additional amount required by such resolution. If there is
no Dispute, the
Determination shall be binding, final and conclusive upon Company and
Executive
subject to the application of Section (C) below.
	 
	 	               (C) Notwithstanding anything in this Agreement to the
contrary, in the event that, according to the Determination, an Excise Tax
will be
imposed on any Payment, Company shall pay to the applicable government
taxing
authorities as Excise Tax withholding, the amount of the Excise Tax that
the Company
has actually withheld from the Payment and the Gross-Up Payment, as
applicable.



18






 







	 	 	 
	 	 	
 




		
	 	               (D) If Executive is subject to taxation under a non-United States taxing
authority and an excise tax similar to the Excise Tax is imposed on any Payment
by such non-United States taxing authority, then Executive shall be entitled to
receive a Gross-Up Payment as calculated pursuant to Section 12.5(a) above,
based upon the lesser of such non-United States excise tax imposed and the
Excise Tax that would have been imposed had the Payment been subject to United
States taxation.
	 
	 	     13. NOTICES. All notices, requests, demands and other communications
required or permitted to be given in writing pursuant to this Agreement shall
be deemed given and received: (A) upon delivery if delivered personally; (B)
on the fifth (5th) day after being deposited with the U.S. Postal Service if
mailed by first class mail, postage prepaid, registered or certified with
return receipt requested, at the addresses set forth below; (C) on the next
day after being deposited with a reliable overnight delivery service; or (D)
upon receipt of an answer back confirmation, if transmitted by telefax,
addressed to the below indicated telefax number. Notice given in another
manner shall be effective only if and when received by the addressee. For
purposes of notice, the addresses and telefax number (if any) of the parties
shall be as follows:




	 	 	 	 
	 	If to the Executive, to :	 	
Ron Wooten
	 	 	 	
4023 Foxcroft Road
	 	 	 	
Charlotte, NC 28211
	 	 	 	 
	 	If to the Company, to:	 	
Quintiles Transnational Corp.
	 	 	 	
4709 Creekstone Drive
	 	 	 	
Riverbirch Building, Suite 300
	 	 	 	
Durham, North Carolina 27703-8411
	 	 	 	
Attn: General Counsel




		
	 	provided that: (A) each party shall have the right to change its address for
notice, and the person who is to receive notice, by the giving of fifteen (15)
days’ prior written notice to the other party in the manner set forth above;
and (B) notices shall be effective if given to the other party in the manner
set forth above regardless of whether a copy was received by the additional
addressee specified above.



19






 







	 	 	 
	 	 	
 




		
	 	     14. WAIVER OF BREACH. The Company’s or Executive’s waiver of any
breach of a provision of this Agreement shall not waive any subsequent
breach by the
other party.
	 
	 	     15. ENTIRE AGREEMENT. Except as expressly provided in this
Agreement, this Agreement: (i) supersedes all other understandings and
agreements, oral
or written, between the parties with respect to the subject matter of this
Agreement; and
(ii) 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 Agreement; and (ii) no
agreement, statement
or promise not contained in this Agreement 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.
	 
	 	     16. SEVERABILITY. If a court of competent jurisdiction holds that any
provision or sub-part thereof contained in this Agreement is invalid,
illegal or
unenforceable, that invalidity, illegality or unenforceability shall not
affect any other
provision in this Agreement. Additionally, if any of the provisions,
clauses or phrases in
the Trade Secrets, Confidential Information or Competitive
Business Activities
provisions set forth in this Agreement are held unenforceable by a court
of competent
jurisdiction, then the parties desire that they be “blue-penciled’ or
rewritten by the court
to the extent necessary to render them enforceable.
	 
	 	     17. PARTIES BOUND. The terms, provisions, covenants and agreements
contained in this Agreement shall apply to, be binding upon and inure to
the benefit of
the Company’s successors and assigns. The Company, at its discretion, may
assign this
Agreement to Affiliates. Because this Agreement is personal to
Executive, Executive
may not assign this Agreement.
	 
	 	     18. GOVERNING LAW. This Agreement and the employment relationship
created by it shall be governed by North Carolina law without giving
effect to North
Carolina choice of law provisions. The parties hereby consent to
jurisdiction in North
Carolina for the purpose of any litigation relating to this Agreement and
agree that any
litigation by or involving them relating to this Agreement shall be
conducted in the courts



20






 







	 	 	 
	 	 	
 




		
	 	of Wake County, North Carolina or the federal courts of the United States for
the Eastern District of North Carolina.
	 
	 	               IN WITNESS
WHEREOF, the parties have entered into this Agreement on the
day and year first written above.




	 	 	 	 
	 	
	 	

	 	RON WOOTEN
	 	 	 	 
	 	QUINTILES TRANSNATIONAL CORP.
	 	 	 	 
	 	By:

	 	

	 	 	 	
Beverly L. Rubin
	 
	 	Title:	 	
Vice President and Associate General Counsel




21