Amended and Restated Employment Agreement



 EXHIBIT 10.210 
  
 AMENDED AND RESTATED 
 EMPLOYMENT AGREEMENT 
  
 THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (hereinafter the “Agreement”), is made and entered into this 14th day of January, 2005, by and between PPD Development, LP, a Texas limited partnership (hereinafter “PPD
Development”), and Francis J. Casieri (hereinafter “Employee”). 
  
 RECITALS: 
  
 A. PPD Development
and Employee entered into that certain Employment Agreement dated September 15, 2003 (the “Original Agreement”); and 
  
 B. Employee and PPD Development desire to amend and restate the Original Agreement as set forth herein. 
  
 NOW, THEREFORE, in consideration of the mutual promises, covenants and
considerations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
  
 1. Employment. PPD Development hereby employs Employee and Employee hereby accepts such employment on a full time
basis as Senior Vice President of Global Business Development upon the terms and conditions hereinafter set forth. 
  
 2. Term. The term of this Agreement shall commence on the Effective Date (as defined under the Original Agreement) and shall expire on September
30, 2005, unless sooner terminated as provided herein. Notwithstanding anything in this Agreement to the contrary, from and after the date hereof, either party shall have the right to terminate this Agreement at any time upon sixty (60) days written
notice to the other party. 
  
 3. Compensation. For all
services rendered by Employee under this Agreement, PPD Development shall pay to Employee a monthly salary of $15,500. Employee shall also be entitled to an annual bonus if the Businesses (as hereinafter defined) attain a certain level of
authorizations for the applicable period as agreed to by the parties. Each annual bonus, if any, to which Employee is entitled shall be paid within thirty (30) days after its determination. As a condition to PPD Development’s obligation to pay
the annual bonus provided for under this Section 3, Employee must be employed by PPD Development under and pursuant to the terms and conditions of this Agreement on the date on which such annual bonus is due and payable, or, in the case of any
annual bonus payable hereunder after the expiration of this Agreement, Employee must have been employed by PPD Development on the expiration date. A new annual bonus plan shall be agreed upon by Employee and PPD Development prior to the expiration
of each annual anniversary of this Agreement.  







 4. Duties. Employee shall have responsibility for account development of (a) PPD Development and
all of its subsidiaries except Pharmaco Investments, Inc., (b) PPD Global Ltd. (other than its informatics business), (c) Leicester Clinical Research Centre Ltd., (d) ProPharma Pte Ltd, (e) ProPharma Asia Ltd and (f) ProPharma CRO Pty Ltd
(collectively, the “Businesses”). Employee’s duties shall include but not be limited to supervision of the Businesses’ sales and bids and contracts divisions. Employee shall perform such other duties as shall be assigned to him
from time to time by the Chief Executive Officer of Pharmaceutical Product Development, Inc. (“PPD”). Employee shall report to and carry out all assigned duties under the supervision of the Chief Executive Officer of PPD. Employee shall
undertake such travel as may be required to perform the duties prescribed herein. During the term of this Agreement, Employee shall devote substantially all of his working time, attention and energies to the business of PPD Development. 

 
 5. Working Facilities. PPD Development shall furnish Employee with
office space, equipment, technical, secretarial and clerical assistance and such other facilities, services, support and supplies as may be reasonably needed to perform the duties herein prescribed in an efficient and professional manner.

  
 6. Non-Compete. During the term of this Agreement,
Employee hereby agrees that he shall not (a) become an officer, employee, director, agent, representative, member, associate or consultant of or to a corporation, partnership or other business entity or person, (b) directly or indirectly acquire a
proprietary interest in a corporation, partnership or other business entity or person, or (c) directly or indirectly own any stock in a corporation (other than a publicly traded corporation of which Employee owns less than five percent (5%) of the
outstanding stock), in each case which is engaged in the business of managing clinical research programs for pharmaceutical, biotechnology or medical device companies or in any other business which is developed by PPD Development during the term of
this Agreement anywhere in the world. The parties agree that the business and operations of PPD Development are global in scope. For that reason, the parties agree that a geographical limitation on the foregoing covenant is not appropriate.

  
 7. Termination. Notwithstanding any other provision in
this Agreement to the contrary, this Agreement and Employee’s employment hereunder shall terminate effective upon the date indicated upon the occurrence of any of the following events: 
  
 a. Death of Employee, effective immediately on the date of death without
any notice. 
  
 b. A determination by the Chief Executive Officer
of PPD, acting in good faith but made in the sole discretion of the Chief Executive Officer, that Employee has failed to substantially perform his duties under or otherwise breached any of the material terms of this Agreement, effective upon the
date said determination is communicated to Employee or such later date, if any, as specified by the Chief Executive Officer of PPD. 
  
 c. A determination by the Chief Executive Officer of PPD, acting in good faith but made in the sole discretion of the Chief Executive Officer, that
Employee (i) has become physically or mentally incapacitated and is unable to perform his duties under this 
  

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 Agreement as a result of such disability, which inability continues for a period of sixty (60) consecutive calendar days,
(ii) has breached any of the material terms of this Agreement, including failure to meet authorization targets set forth in any agreement of the parties regarding the annual bonus pursuant to Section 3 hereof, (iii) has demonstrated gross negligence
or willful misconduct in the execution of his duties, or (iv) has been convicted of a felony, in each case effective upon the date said determination is communicated to Employee or such later date, as specified by the Chief Executive Officer of PPD.

  
 8. Disclosure of Information. Prior to or coincident
with the commencement of the date hereof, Employee shall execute in favor of PPD Development its standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Annex A. 
  
 9. Benefits. During the term hereof, Employee shall be entitled to
participate in all benefits provided by PPD Development to its employees generally, including but not limited to health insurance, disability insurance and retirement plans, all of which are currently provided to employees of PPD Development,
subject to the eligibility requirements of any plan(s) establishing same. Employee shall be subject to PPD Development’s policies applicable to other executive employees of PPD Development with respect to periodic reviews and adjustments in
salary, and shall be considered for and eligible to participate in benefits, if any, provided generally by PPD Development to its executive employees, including but not limited to issuance of stock options, cash bonuses, etc., to the extent such
stock options, bonuses, etc., are not otherwise provided for in the agreement regarding the annual bonus pursuant to Section 3 hereof, in connection with Employee’s duties and performance as an employee. Employee shall be entitled to four (4)
weeks paid vacation during each year. 
  
 10.
Expenses. PPD Development will reimburse Employee, in accordance with and subject to Employee’s compliance with PPD Development’s policy, for Employee’s necessary and reasonable out-of-pocket expenses incurred in the course of
performance of Employee’s duties hereunder. All reimbursement of expenses to Employee hereunder shall be conditioned upon presentation of sufficient documentation evidencing such expenses. 
  
 11. Remedies. In the event of Employee’s actual or threatened
breach of the provisions of Section 6 of this Agreement, PPD Development shall be entitled to a temporary restraining order and/or permanent injunction restraining Employee from such breach. Nothing herein shall be construed as preventing PPD
Development from pursuing any other available remedies for such breach or threatened breach, including recovery of damages from Employee and from any corporation, partnership or other business entity or person with which the Employee has entered or
attempted to enter into a relationship. 
  
 12. Entire
Agreement. This Agreement supersedes the Original Agreement in its entirety and constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be altered or amended except by agreement in writing
signed by the parties. 
  
 13. Waiver of Breach. Waiver by
either party of a breach of any provision of this Agreement by the other party shall not operate as a waiver of any subsequent breach by the other party. No waiver shall be valid unless in writing and signed by the party against whom the waiver is
sought. 
  

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 14. Severability. If any portion of this Agreement shall be declared invalid by a court of
competent jurisdiction, the remaining portion shall continue in full force and effect as if this Agreement has been executed with the invalid portion eliminated and this Agreement shall be so construed. 
  
 15. Benefit. This Agreement shall inure to the benefit of and be
binding upon PPD Development, its successors and assigns, and Employee, his heirs, successors, assigns and personal representatives. 
  
 16. Applicable Law. This Agreement shall be governed by the laws of the State of North Carolina. 
  
 17. Assignment. Neither party may assign his or its rights or
obligations hereunder without the prior written consent of the other. 
  
 18. Notice. All notices, demands or other communications to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly served if (a) delivered
personally, (b) delivered by a recognized overnight courier service, (c) sent by certified mail, return receipt requested and first class postage prepaid, or (d) sent by facsimile transmission followed by a confirmation copy delivered by a
recognized overnight courier service the next day. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of successful
transmission), (ii) the date of receipt if sent by certified mail, or (iii) the date of receipt if sent by overnight courier. Such notices, demands and other communications shall be sent to the address set forth below, or to such other address or to
the attention of such other person as the recipient party has specified by prior written notice to the sending party: 
  
 If to PPD Development, then to 
  
 PPD Development, LP 
 3151 South 17th Street 
 Wilmington, NC 28412 
 Attn: Chief Executive Officer 
 Facsimile: (910) 772-6951 
 If to Employee, then to: 
  
 Francis J. Casieri 
 7335 Cotesworth Drive 
 Wilmington, NC 28405 
 Facsimile: (910) 772-7056 
  

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 19. Arbitration. Except for disputes, controversies, breaches or claims directly or indirectly
related to Sections 6 and the rights to pursue remedies as set forth in Section 11, any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to any breach, or as to its existence, validity,
interpretation, performance or non-performance, or damages, including claims in tort, shall be decided by a single neutral arbitrator in Wilmington, North Carolina in binding arbitration pursuant to the Employment Arbitration Rules of the American
Arbitration Association then in effect. The parties to any such arbitration shall be limited to the parties to this Agreement or any successor thereof. The arbitration shall be conducted in accordance with the procedural laws of the United States
Federal Arbitration Act, as amended. The written decision of the arbitrator shall be final and binding, and may be entered and enforced in any court of competent jurisdiction and each party specifically acknowledges and agrees to waive any right to
a jury trial in any such forum. Each party to the arbitration shall pay its fees and expenses, unless otherwise determined by the arbitrator. 
  
 20. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same agreement. 
  
 21.
Descriptive Headings: Interpretation. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. 
  
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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first
hereinabove set forth. 
  

					
	 PPD DEVELOPMENT, LP

		
	 By:
	 	PPD GP, LLC
	 	 	Its General Partner
		
	 By:
	 	 /s/ Fred N. Eshelman


	 Name:
	 	Fred N. Eshelman
	 Title:
	 	Chief Executive Officer
		
	 /s/ Francis J. Casieri

	 	(SEAL)
	Francis J. Casieri


  

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