Severance Agreement - Krinsky



 






Exhibit 10.10




SEVERANCE AND CONSULTING AGREEMENT



THIS SEVERANCE AND CONSULTING AGREEMENT (the “Agreement”) entered into as of this 30th
day of December, 2005, between SFBC International, Inc., a Delaware corporation (the “Company”) and
Lisa Krinsky, M.D. (“Krinsky”).




     WHEREAS, Krinsky has held various positions as an executive officer and member of the Board of
Directors of the Company and/or its subsidiaries pursuant to an Employment Agreement dated May 20,
2005 (the “Employment Agreement”); and



     WHEREAS, the Company and Krinsky have agreed to terminate her existing relationship with the
Company and its subsidiaries in a mutually acceptable manner.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this
Agreement, and intending to be legally bound, the Company and Krinsky agree as follows:




	 	1.	 	Termination and Resignation. The Employment Agreement is terminated
effective immediately. Krinsky hereby resigns from all positions as an officer and/or
director of the Company and/or its subsidiaries and as manager of any SFBC LLC’s
effective immediately.
	 
	 	2.	 	Term of Agreement.






	 	(a)	 	Term. This Agreement shall commence on December 31,
2005 and continue for a period of twenty-four (24) months (the “Term”).
	 
	 	(b)	 	Continuing Effect. Notwithstanding any termination of
this Agreement or the Employment Agreement, at the end of the Term or
otherwise, the provisions of Sections 7 and 8 shall remain in full force and
effect and the provisions of Section 8 shall be binding upon the legal
representatives, successors and assigns of the Executive.






	 	3.	 	Payment and Benefits.






	 	(a)	 	Cash Payment. Krinsky shall receive payment
aggregating one million eight hundred thousand dollars ($1,800,000). Payment
shall be made to Krinsky as follows: one half of the above amount shall be paid
to Krinsky within three (3) to five (5) days from the execution of this
Agreement and, at the same time, the remaining half will be deposited in the
Trust Account of Tew Cardenas LLP for disbursement to Krinsky six (6) months
from the date of this Agreement.




 









 












	 	(b)	 	Waiver of Additional Compensation. Krinsky hereby waives any
claim to additional compensation of any kind under the Employment Agreement
or otherwise including, without limitation, any unvested options, restricted
stock units and bonus.
	 
	 	(c)	 	Benefits. Krinsky’s health insurance coverage shall be
continued at the Company’s expense for a period of twelve (12) months after the
date of this Agreement.






	 	4.	 	Consultation. Krinsky shall be available to consult with the Company
from time to time during the Term of this Agreement as may reasonably be requested by
the CEO and/or Chairman of the Company.
	 
	 	5.	 	Cooperation. Krinsky shall, during the Term of this Agreement, make
herself available to cooperate with the Company and its attorneys to prepare for and
attend interviews and/or hearings and/or to give testimony in any investigations,
lawsuits or other proceedings involving the Company in matters that currently exist or
which may arise.
	 
	 	6.	 	Stock Sales. Krinsky agrees that she will abide by the restrictions
that apply to an insider under SEC Rule 144 in any sale of Company stock.
	 
	 	7.	 	Non-Competition Agreement.






	 	(a)	 	Competition with the Company. For a period of
twenty-four (24) months commencing on the date of this Agreement, Krinsky
(individually or in association with, or as a stockholder, director, officer,
consultant, employee, partner, joint venturer, member, or otherwise, of or
through any person, firm, corporation, partnership, association or other
entity) shall not, directly or indirectly, compete with the Company (which for
the purpose of this Agreement also includes any of its affiliates) by acting as
an officer (or comparable position) of, owning an interest in, or providing
services to any entity within any metropolitan area in the United States or
other country in which the Company was actually engaged in business as of the
time of termination of employment or during the Term of this Agreement or where
the Company reasonably expected to engage in business within three (3) months
of the date of termination of employment or the end of the Term of this
Agreement. For purposes of this Agreement, the term “compete with the Company”
shall refer to any business activity in which the Company was engaged during
the Term of this Agreement, provided, however, the foregoing
shall not prevent Krinsky from (i) accepting employment with an enterprise
engaged in two or more lines of business, one of which is the same or similar
to the Company’s business (the “Prohibited Business”), if Krinsky’s employment
is totally unrelated to the Prohibited Business, (ii) competing in a country
where as of the time of the alleged violation the Company has





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	 	 	 	ceased engaging in business, or (iii) competing in a line of business which
as of the time of the alleged violation the Company has either ceased
engaging in or publicly announced or disclosed that it intends to cease
engaging in; provided, further, the foregoing shall not
prohibit Krinsky from owning up to 5% of the securities of any
publicly-traded enterprise provided Krinsky is not a director, officer,
consultant, employee, partner, joint venturer, manager, member of, or to
such enterprise, or otherwise compensated for services rendered thereby.






	 	(b)	 	Solicitation of Clients. During the periods in which
the provisions of Section 7(a) shall be in effect, Krinsky, directly or
indirectly, will not seek nor accept Prohibited Business from any Client (as
defined below) on behalf of any enterprise or business other than the Company,
refer Prohibited Business from any Client to any enterprise or business other
than the Company or receive commissions based on sales or otherwise relating to
the Prohibited Business from any Client, or any enterprise or business other
than the Company. For purposes of this Agreement, the term “Client” means any
person, firm, corporation, partnership, association or other entity to which
the Company or any of its affiliates sold or provided goods or services during
the 24-month period prior to the time at which any determination is required to
be made as to whether any such person, firm, corporation, partnership,
association or other entity is a Client, or who or which was approached by or
who or which has approached an employee of the Company for the purpose of
soliciting business from the Company or the third party, as the case may be.
	 
	 	(c)	 	No Payment. Krinsky acknowledges and agrees that no
separate or additional payment will be required to be made to her in
consideration of her undertakings in this Section 7, and confirms she has
received adequate consideration for such undertakings.






	 	8.	 	Non-Disclosure of Confidential Information.






	 	(a)	 	Confidential Information. Confidential Information
includes, but is not limited to, trade secrets, processes, policies,
procedures, techniques, designs, drawings, know-how, show-how, technical
information, specifications, computer software and source code, information and
data relating to the development, research, testing, costs, marketing, and uses
of the Services (as defined herein), the Company’s budgets and strategic plans,
and the identity and special needs of Clients, vendors, and suppliers, subjects
and databases, data, and all technology relating to the Company’s businesses,
systems, methods of operation, and Client lists, Client information,
solicitation leads, marketing and advertising materials, methods and manuals
and forms, all of which pertain to the activities or operations of the Company,
the names, home addresses and all telephone numbers and e-mail addresses of the
Company’s directors, employees,





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	 	 	 	officers, executives, former executives, Clients and former Clients. In
addition, Confidential Information also includes Clients and the identity of
and telephone numbers, e-mail addresses and other addresses of executives or
agents of Clients who are the persons with whom the Company’s executives,
officers, employees, and agents communicate in the ordinary course of
business. Confidential Information also includes, without limitation,
Confidential Information received from the Company’s subsidiaries and
affiliates. For purposes of this Agreement, the following will not
constitute Confidential Information (i) information which is or subsequently
becomes generally available to the public through no act or fault of
Krinsky, (ii) information set forth in the written records of Krinsky prior
to disclosure to Krinsky by or on behalf of Company which information is
given to the Company in writing as of or prior to the date of this
Agreement, and (iii) information which is lawfully obtained by Krinsky in
writing from a third party (excluding any affiliates of Krinsky) who did not
acquire such Confidential Information or trade secret, directly or
indirectly, from Krinsky or the Company. As used herein, the term
“Services” shall include all clinical or pre-clinical research, testing,
protocol design, data management, medical writing, bioavailability studies
or analysis, clinical and bioanalytical services or similar such services
conducted by the Company or any affiliate with respect to any of the
foregoing during the Term of Krinsky’s employment or the Term of this
Agreement.






	 	(b)	 	Legitimate Business Interests. Krinsky recognizes that
the Company has legitimate business interests to protect and as a consequence,
Krinsky agrees to the restrictions contained in this Agreement because they
further the Company’s legitimate business interests. These legitimate business
interests include, but are not limited to (i) trade secrets, (ii) valuable
confidential business, technical, and/or professional information that
otherwise does not qualify as trade secrets, including, but not limited to, all
Confidential Information; (iii) substantial, significant, or key, relationships
with specific prospective or existing Clients, subjects, vendors or suppliers;
(iv) Client goodwill associated with the Company’s business; and (v)
specialized training relating to the Company’s technology, methods, operations
and procedures.
	 
	 	(c)	 	Confidentiality. Following termination of employment
and expiration of this Agreement, the Confidential Information shall be held by
Krinsky in the strictest confidence and shall not, without the prior express
written consent of the Company, be disclosed to any person other than in
connection with Krinsky’s employment by or consultation with the Company.
Krinsky further acknowledges that such Confidential Information as is acquired
and used by the Company or its affiliates is a special, valuable and unique
asset. Krinsky shall exercise all due and diligent precautions to protect the
integrity of the Company’s Confidential





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	 	 	 	Information and to keep it confidential whether it is in written form, on
electronic media, oral, or otherwise. Krinsky shall not copy any
Confidential Information except to the extent necessary to Services to be
provided to the Company under this Agreement nor remove any Confidential
Information or copies thereof from the Company’s premises except to the
extent necessary to her Services and then only with the authorization of an
officer of the Company (excluding Krinsky). All records, files, materials
and other Confidential Information obtained by Krinsky in the course of her
employment or consultation with the Company are confidential and proprietary
and shall remain the exclusive property of the Company, its Clients, or
subjects, as the case may be. Krinsky shall not, except in connection with
and as required by her performance of her duties under this Agreement, for
any reason use for her own benefit or the benefit of any person or entity
with which she may be associated or disclose any such Confidential
Information to any person, firm, corporation, association or other entity
for any reason or purpose whatsoever without the prior express written
consent of an executive officer of the Company (excluding Krinsky).






	 	9.	 	Equitable Relief.






	 	(a)	 	The Company and Krinsky recognize that the services to be
rendered under this Agreement by Krinsky are special, unique and of
extraordinary character, and that in the event of the breach by Krinsky of the
Terms and conditions of this Agreement or if Krinsky, without the prior express
consent of the board of directors of the Company, shall take any action in
violation of Section 7 and/or Section 8, the Company shall be entitled to
institute and prosecute proceedings in any court of competent jurisdiction
referred to in Section 9(b) below, to enjoin Krinsky from breaching the
provisions of Section 7 and/or Section 8. In such action, the Company shall
not be required to plead or prove irreparable harm or lack of an adequate
remedy at law or post a bond or any security.
	 
	 	(b)	 	Any action must be commenced in Miami-Dade County, Florida.
Krinsky and the Company irrevocably and unconditionally submit to the exclusive
jurisdiction of such courts and agree to take any and all future action
necessary to submit to the jurisdiction of such courts. Krinsky and the
Company irrevocably waive any objection that they now have or hereafter
irrevocably waive any objection that they now have or hereafter may have to the
laying of venue of any suit, action or proceeding brought in any such court and
further irrevocably waive any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Final
judgment against Krinsky or the Company in any such suit shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment, a certified
or true copy of which shall be conclusive evidence of the fact and the amount
of any liability of Krinsky or the Company therein described, or by appropriate proceedings
under any applicable treaty or otherwise.




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	 	10.	 	Conflicts of Interest. During the Term of this Agreement, Krinsky
shall not, unless approved by the Compensation Committee of the Board Directors,
directly or indirectly:






	 	(a)	 	participate as an individual in any way in the benefits of
transactions with any of the Company’s suppliers, vendors, Clients, or
subjects, including, without limitation, having a financial interest in the
Company’s suppliers, vendors, Clients, or subjects, or making loans to, or
receiving loans, from, the Company’s suppliers, vendors, Clients, or subjects;
	 
	 	(b)	 	realize a personal gain or advantage from a transaction in
which the Company has an interest or use information obtained in connection
with Krinsky’s employment or consultation with the Company for Krinsky’s
personal advantage or gain; or
	 
	 	(c)	 	accept any offer to serve as an officer, director, partner,
consultant, manager with, or to be employed in a professional, medical,
technical, or managerial capacity by, a person or entity which does business
with the Company.






	 	11.	 	Indemnification. The Company and Krinsky reaffirm their existing
Indemnification Agreement. Further, the Company agrees to reimburse Krinsky for
reasonable attorneys’ fees paid to Alvin Entin, Esq., in connection with the pending
U.S. Senate and SEC inquiries if not otherwise covered.
	 
	 	12.	 	Assignability. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon the successors and assigns
of the Company, provided that such successor or assign shall acquire all or
substantially all of the securities or assets and business of the Company. Krinsky’s
obligations hereunder may not be assigned or alienated and any attempt to do so by
Krinsky will be void.
	 
	 	13.	 	Severability.






	 	(a)	 	Krinsky expressly agrees that the character, duration and
geographical scope of the non-competition provisions set forth in this
Agreement are reasonable in light of the circumstances as they exist on the
date hereof. Should a decision, however, be made at a later date by a court of
competent jurisdiction that the character, duration or geographical scope of
such provisions is unreasonable, then it is the intention and the agreement of
Krinsky and the Company that this Agreement shall be construed by the court in
such a manner as to impose only those restrictions on Krinsky’s conduct that
are reasonable in light of the





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	 	 	 	circumstances and as are necessary to assure to the Company the benefits of
this Agreement. If, in any judicial proceeding, a court shall refuse to
enforce all of the separate covenants deemed included herein because taken
together they are more extensive than necessary to assure to the Company the
intended benefits of this Agreement, it is expressly understood and agreed
by the parties hereto that the provisions of this Agreement that, if
eliminated, would permit the remaining separate provisions to be enforced in
such proceeding shall be deemed eliminated, for the purposes of such
proceeding, from this Agreement.






	 	(b)	 	If any provision of this Agreement otherwise is deemed to be
invalid or unenforceable or is prohibited by the laws of the state or
jurisdiction where it is to be performed, this Agreement shall be considered
divisible as to such provision and such provision shall be inoperative in such
state or jurisdiction and shall not be part of the consideration moving from
either of the parties to the other. The remaining provisions of this Agreement
shall be valid and binding and of like effect as though such provision were not
included.






	 	14.	 	Notices and Addresses. All notices, offers, acceptance and any other
acts under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express or
similar receipted delivery, or next business day delivery, or by facsimile delivery (in
which event a copy shall immediately be sent by Federal Express or similar receipted
delivery), as follows:






	 	 	 	 	 
	 

	 	To the Company:
	 	SFBC International, Inc.
	 

	 	 	 	11190 Biscayne Boulevard
	 

	 	 	 	Miami, FL 33181
	 

	 	 	 	Facsimile: (305) 895-8616
	 
	 	 	 	 
	 

	 	With a Copy to:
	 	Tew Cardenas LLP
	 

	 	 	 	1441 Brickell Ave., 15th Floor
	 

	 	 	 	Miami, FL 33131
	 

	 	 	 	Facsimile: (305) 536-1116
	 

	 	 	 	Attention: Dennis A. Nowak, Esq.
	 
	 	 	 	 
	 

	 	To Krinsky:
	 	Lisa Krinsky, M.D.
	 

	 	 	 	1131 Hillsboro Mile
	 

	 	 	 	Hillsboro Beach, FL 33062
	 
	 	 	 	 
	 

	 	With a Copy to:
	 	Alvin Entin, Esq.
	 

	 	 	 	Entin, Della Fera & Greenberg, P.A.
	 

	 	 	 	110 S.E. 6th St.
	 

	 	 	 	Ft. Lauderdale, FL 33301

	 

	 	 	 	Facsimile: (954) 761-7201






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	 	 	 	or to such other address or facsimile number, as either of them, by notice to the
other may designate from time to time. The transmission confirmation receipt from
the sender’s facsimile machine shall be evidence of successful facsimile delivery.






	 	15.	 	Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together shall constitute one
and the same instrument. The execution of this Agreement may be by actual or
facsimile signature.
	 
	 	16.	 	Attorneys’ Fees. In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach or
enforcement thereof, and any action or proceeding is commenced to enforce the
provisions of this Agreement, the prevailing party shall be entitled to reasonable
attorneys’ fees, costs and expenses (including such fees and costs on appeal).
	 
	 	17.	 	Governing Law. This Agreement and any dispute, disagreement, or issue
of construction or interpretation arising hereunder whether relating to its execution,
its validity, the obligations provided therein or performance shall be governed or
interpreted according to the internal laws of the State of Florida without regard to
choice of law considerations.
	 
	 	18.	 	Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between the
parties hereto with respect to the subject matter hereof. Neither this Agreement nor
any provision hereof may be changed, waived, discharged or terminated orally, except by
a statement in writing signed by the party or parties against which enforcement or the
change, waiver discharge or termination is sought.
	 
	 	19.	 	Additional Documents. The parties hereto shall execute such additional
instruments as may be reasonably required by their counsel in order to carry out the
purpose and intent of this Agreement and to fulfill the obligations of the parties
hereunder.
	 
	 	20.	 	Section and Paragraph Headings. The section and paragraph headings in
this Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
	 
	 	21.	 	Arbitration. Except for a claim for equitable relief, any controversy,
dispute or claim arising out of or relating to this Agreement, or its interpretation,
application, implementation, breach or enforcement which the parties are unable to
resolve by mutual agreement, shall be settled by submission by either party of the
controversy, claim or dispute to binding arbitration in Miami-Dade County, Florida
(unless the parties agree in writing to a different location), before three arbitrators
in accordance with the rules of the American Arbitration Association




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	 	 	 	then in effect. In any such arbitration proceeding the parties agree to provide all
discovery deemed necessary by the arbitrators. The decision and award made by the
arbitrators shall be final, binding and conclusive on all parties hereto for all
purposes, and judgment may be entered thereon in any court having jurisdiction
thereof.





     IN WITNESS WHEREOF, the Company and Krinsky have executed this Agreement as of the date and
year first above written.





	 	 	 
	 	 	
SFBC International, Inc.
	_____________________________________________	 	
By: _____________________________________________
	 
	 	 	
Title: ____________________________________________
	 
	 	 	
Krinsky
	 
	 
	_____________________________________________	 	
By: _____________________________________________

               Lisa
Krinsky, M.D.







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