(ii) he has no entitlement under any other severance or similar arrangements maintained by ERTand (iii) except as otherwise specifically provided in this Agreement, ERT does not and will nothave any other liabilities or obligations to Executive. Executive further acknowledges that, inthe absence of his execution of this Agreement and the release set forth in this Section 3, thepayment specified in Section 2(a)(i) would not otherwise be due to him.          (b) Except for ERT’s obligations set forth in Section 2 hereof, Executive hereby fully andforever releases and discharges ERT and all predecessors and successors, assigns, stockholders,affiliates, officers, directors, trustees, employees, agents and attorneys, past and present (ERTand each such person or entity is referred to as a “Released Person”) from any and all claims,demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations,controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kindor nature, direct or indirect, in law, equity or out of the Executive’s employment by ERT or thetermination thereof, including but not limited to, any claims for relief or causes of action underthe Age Discrimination in Employment Act, 29 U.S.C. ss. 621 et seq., or any other federal, state orlocal statute, ordinance or regulation regarding discrimination in employment, and any claim forcompensation or other benefits (including without limitation salary, wages, vacation pay, stock,stock options, health and welfare benefits and cash bonuses), and any claims, demands or actionsbased upon alleged wrongful or retaliatory discharge or breach of contract under any state orfederal law.          (c) Executive expressly represents that he has not filed a lawsuit or initiated any otheradministrative proceeding against a Released Person and that he has not assigned any claim againsta Released Person. Executive further promises not to initiate a lawsuit or to bring any otherclaim against the other arising out of or in any way related to Executive’s employment by ERT orthe termination of that employment. This Agreement will not prevent Executive from filing a chargewith the Equal Employment Opportunity Commission (or similar state agency) or participating in anyinvestigation conducted by the Equal Employment Opportunity Commission (or similar state agency);provided, however, that any claims by Executive for personal relief in connection with such acharge or investigation (such as reinstatement or monetary damages) would be barred.          (d) The foregoing will not be deemed to release ERT from any claims (i) to or for vestedrights its employment benefit plans in effect as of the Retirement Date and (ii) to enforce theterms of this Agreement.     4. Restrictive Covenants. Executive acknowledges that Sections 6, 7, 8 and 9 of theEmployment Agreement will survive the termination of his employment. Executive affirms that thoserestrictive covenants are reasonable and necessary to protect the legitimate interests of ERT, thathe received adequate consideration in exchange for agreeing to those restrictions and that he willabide by those restrictions. Based upon and assuming the accuracy of Executive’s representationthat Averion International (“Averion”) and its predecessor entities, Averion International, TrioClinical Research, Fulcrum Pharma and ClinResearch, do not offer ECG core laboratory services,respiratory diagnostic services, electronic patient reported outcome services or medical devicemanufacturing and thus do not compete in any way with ERT, ERT agrees that Executive’s employmentby Averion will not violate such restrictive covenants.
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     5. Non-Disparagement. Executive will not disparage any Released Person or otherwisetake any action that could reasonably be expected to adversely affect the personal or professionalreputation of any Released Person. Similarly, ERT (meaning, solely for this purpose, ERT’sofficers, directors and agents specifically authorized to communicate on its behalf) will notdisparage Executive or otherwise take any action that could reasonably be expected to adverselyaffect his personal or professional reputation.     6. Rescission Right. Executive expressly acknowledges and recites that (a) he hasread and understands the terms of this Agreement in its entirety, (b) that he has entered into thisAgreement knowingly and voluntarily, without any duress or coercion; (c) he has been advised orallyand is hereby advised in writing to consult with an attorney with respect to this Agreement beforesigning it; (d) he was provided twenty-one (21) calendar days after receipt of this Agreement toconsider its terms before signing it; and (e) he is provided seven (7) calendar days from the dateof signing to terminate and revoke this Agreement, in which case this Agreement shall beunenforceable, null and void and ERT shall have no further obligation to make the cash paymentreferenced in Section 2(a) hereof or to continue providing the benefits referenced in Section 2(b)hereof. Executive may revoke this Agreement during those seven (7) days by providing writtennotice of revocation to ERT to the attention of the Chairman, 1818 Market Street, Philadelphia, PA19103.     7. Stock Options. ERT acknowledges that Executive shall be entitled, for a period of90 days after the Retirement Date, to exercise any stock options previously granted to theExecutive that are exercisable as of the Retirement Date, subject to and in accordance with theprovisions of ERT’s Amended and Restated 2003 Equity Incentive Plan, as amended.     8. Miscellaneous.          (a) This Agreement is not to be construed as an admission of any violation of any federal,state or local statute, ordinance or regulation or of any duty owed by ERT to Executive. Therehave been no such violations, and ERT specifically denies any such violations.          (b) This Agreement shall inure to the benefit of and be binding upon ERT and Executive andtheir respective successors, permitted assigns, executors, administrators and heirs. The Employeenot may make any assignment of this Agreement or any interest herein, by operation of law orotherwise. The Company may assign this Agreement to any successor to all or substantially all ofits assets and business by means of liquidation, dissolution, merger, consolidation, transfer ofassets, or otherwise.          (c) Whenever possible, each provision of this Agreement will be interpreted in such manner asto be effective and valid under applicable law. However, if any provision of this Agreement isheld to be invalid, illegal or unenforceable in any respect, such invalidity, illegality orunenforceability will not affect any other provision, and this Agreement will be reformed,construed and enforced as though the invalid, illegal or unenforceable provision had never beenherein contained.          (d) Except as otherwise provided herein, this Agreement contains the entire agreement andunderstanding of the parties hereto relating to the subject matter hereof, and
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merges and supersedes all prior and contemporaneous discussions, agreements and understandingsof every nature relating to the subject matter hereof. This Agreement may not be changed ormodified, except by an agreement in writing signed by each of the parties hereto.          (e) This Agreement shall be governed by, and enforced in accordance with, the laws of theCommonwealth of Pennsylvania, without regard to the application of the principles of conflicts oflaws.          (f) This Agreement may be executed, including execution by facsimile signature, in multiplecounterparts, each of which shall be deemed an original, and all of which together shall be deemedto be one and the same instrument.     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first abovewritten.     eResearchTechnology, Inc.   /s/ Michael J. McKelvey By: /s/ Joel Morganroth   Michael J. McKelvey Name: Joel Morganroth  Title: Chairman
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