Severance Agreement - Hantman



 






Exhibit 10.9




SEVERANCE AGREEMENT




     THIS SEVERANCE AGREEMENT (the “Agreement”) entered into as of this 30th
day of  December, 2005, between SFBC International, Inc., a Delaware
corporation (the “Company”) and Arnold Hantman (“Hantman”).



     WHEREAS, Hantman 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 Hantman have agreed to terminate his 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 Hantman agree as follows:




	 	1.	 	Termination and Resignation. The Employment Agreement is terminated
effective immediately. Hantman 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, 8 and 11shall remain in full force and
effect and the provisions of Section 8 and 11 shall be binding upon the legal
representatives, successors and assigns of the Executive and the Company.






	 	3.	 	Payment and Benefits.






	 	(a)	 	Cash Payment. Hantman shall receive payment
aggregating Two million twenty-five thousand dollars ($2,025,000). Payment
shall be made to Hantman as follows: one half of the above amount shall be paid
to Hantman or his estate 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 Hantman, his
Estate or Assigns, six (6) months from the date of this Agreement.
	 
	 	(b)	 	Waiver of Additional Compensation. Hantman 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. Hantman’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.	 	Intentionally Omitted
	 
	 	5.	 	Intentionally omitted
	 
	 	6.	 	Stock Sales. Hantman agrees that he 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, Hantman (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
Hantman 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 Hantman’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 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 Hantman from owning up to 5%
of the securities of any publicly-traded enterprise provided Hantman is not a
director, officer, consultant, employee, partner, joint venturer, manager,
member of, or to such enterprise, or otherwise
compensated for services rendered thereby.




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	 	(b)	 	Solicitation of Clients. During the periods in which
the provisions of Section 7(a) shall be in effect, Hantman, 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. Hantman acknowledges and agrees that no
separate or additional payment will be required to be made to him in
consideration of his undertakings in this Section 7, and confirms he 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, 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





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	 	 	 	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 Hantman, (ii) information set forth in the written
records of Hantman prior to disclosure to Hantman 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 Hantman in writing from a third party (excluding any affiliates
of Hantman) who did not acquire such Confidential Information or trade
secret, directly or indirectly, from Hantman 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 Hantman’s employment or the Term
of this Agreement.






	 	(b)	 	Legitimate Business Interests. Hantman recognizes that
the Company has legitimate business interests to protect and as a consequence,
Hantman 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
Hantman in the strictest confidence and shall not, (except: with the prior
express written consent of the Company, or by court order, or in defense of
litigation against Hantman), be disclosed to any person other than in
connection with Hantman’s employment by the Company. Hantman further
acknowledges that such Confidential Information as is acquired and used by the
Company or its affiliates is a special, valuable and unique asset. Hantman
shall exercise all due and diligent precautions to protect the integrity of the
Company’s Confidential Information and to keep it confidential whether it is in
written form, on electronic media, oral, or otherwise. Hantman shall not copy
any Confidential Information nor remove any Confidential Information or copies





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	 	 	 	thereof from the Company’s premises, except with the authorization of an
officer of the Company (excluding Hantman). All records, files, materials
and other Confidential Information obtained by Hantman in the course of his
employment 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. Hantman shall not, for any reason use for his own benefit
or the benefit of any person or entity with which he may be associated or
disclose any such Confidential Information to any person, firm, corporation,
association or other entity for economic gain, except: with the prior
express written consent of an executive officer of the Company (excluding
Hantman), or by court order, or for the defense of litigation against
Hantman.






	 	9.	 	Equitable Relief.






	 	(a)	 	The Company and Hantman recognize that the obligations under
this Agreement by Hantman are special, unique and of extraordinary character,
and that in the event of the breach by Hantman of the Terms and conditions of
this Agreement or if Hantman, 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 Hantman 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. Hantman 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. Hantman 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 Hantman 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 Hantman or the Company therein described, or by appropriate
proceedings under any applicable treaty or otherwise.






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




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	 	(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 Hantman’s employment with the Company for Hantman’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 Hantman reaffirm their existing
Indemnification Agreement. Furthermore, to the extent that the Company maintains an
insurance policy or policies providing liability insurance for directors, officers,
employees, agents or fiduciaries of the Company or any other corporation, partnership,
joint venture, trust, employees benefit plan or other enterprise which such person
serves at the request of the Company, Hantman shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage
available for any such director, officer, employee or agent under such policy or
policies.
	 
	 	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. Hantman’s
obligations hereunder may not be assigned or alienated and any attempt to do so by
Hantman will be void.
	 
	 	13.	 	Severability.






	 	(a)	 	Hantman 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
Hantman and the Company that this Agreement shall be construed by the court in
such a manner as to impose only those restrictions on Hantman’s





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	 	 	 	conduct that are reasonable in light of the 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:
	 	Harris Cramer LLP
	 

	 	 	 	1555 Palm Beach Lakes Blvd.
	 

	 	 	 	Suite 310
	 

	 	 	 	West Palm Beach, FL 33401
	 

	 	 	 	Facsimile: (561) 659-0701
	 

	 	 	 	Attention: Michael D. Harris, Esq.
	 
	 	 	 	 
	 

	 	To Hantman:
	 	Arnold Hantman
	 

	 	 	 	P.O. Box 5412
	 

	 	 	 	Miami Lakes, FL 33014
	 
	 	 	 	 
	 

	 	With a Copy to:
	 	Gordon Watt, Esq.
	 

	 	 	 	4500 Le Jeune Road
	 

	 	 	 	Coral Gables, FL 33146

	 

	 	 	 	Facsimile: (305) 661-0909






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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 respective 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




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	 	 	 	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 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 Hantman have executed this Agreement as of the date and
year first above written.



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

               Arnold Hantman







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