exv10w45



 





Exhibit 10.45




eResearchTechnology, Inc.




MANAGEMENT EMPLOYMENT AGREEMENT



The following agreement (hereinafter known as “Agreement”) is hereby entered into between George
Tiger (hereinafter known as “Employee”) and eResearchTechnology, Inc. (together with its affiliated
corporations hereinafter known as the “Company”) and having its principal offices at 30 S. 17th
Street, Philadelphia, PA 19103.





	1.	 	DUTIES AND RESPONSIBILITIES
	 
	 	 	Employee agrees to hold the position of Senior Vice President, International Operations and
shall be directly responsible to the Chief Executive Officer.
	 
	2.	 	BEST EFFORTS
	 
	 	 	Employee agrees to devote his/her best efforts to his/her employment with the Company, on a
full-time (no less than 40 hours/week) basis. He/She further agrees not to use the
facilities, personnel or property of the Company for private business benefit.
	 
	3.	 	ETHICAL CONDUCT
	 
	 	 	Employee will conduct his or her self in a professional and ethical manner at all times and
will comply with all company policies as well as all State and Federal regulations and laws
as they may apply to the services, products, and business of the Company.
	 
	4.	 	TERM OF THE AGREEMENT
	 
	 	 	This Agreement will be effective upon full execution and will continue year to year unless
terminated.
	 
	5.	 	COMPENSATION






	 	a.	 	Salary shall be $165,000/year payable in equal installments as per the
company’s payroll policy. Salary shall be considered on an annual basis and adjusted
based on performance.
	 
	 	b.	 	Benefits shall be the standard benefits of the Company, as they shall exist
from time to time.
	 
	 	c.	 	This position qualifies for the Executive Bonus Plan of the Company. For 2004,
the Employee’s bonus target will be 60% of his/her base salary if the company meets its
Board approved objectives for the year, and may be increased or




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	 	 	 	decreased based on performance as per the 2004 bonus plan. The Employee will also be
eligible to participate in the Executive Bonus Plan each year thereafter for the
life of the Agreement at a level to be determined by the Compensation Committee of
the Company’s Board of Directors.






	6.	 	NON-DISCLOSURE
	 
	 	 	Employee acknowledges that employment with the Company requires him/her to have
access to confidential information and material belonging to the Company, including customer
lists, contracts, proposals, operating procedures, trade secrets and business methods and
systems, which have been developed at great expense by the Company and which Employee
recognizes to be unique assets of the Company’s business. Upon termination of employment
for any reason, Employee agrees to return to the Company any such confidential information
and material in his possession with no copies thereof retained. Employee further agrees,
whether during employment with the Company or any time after the termination thereof
(regardless of the reason for such termination), he/she will not disclose nor use in any
manner, any confidential or proprietary material relating to the business, operations, or
prospects of the Company except as authorized in writing by the Company or required during
the performance of his/her duties.
	 
	7.	 	BUSINESS INTERFERENCE; NONCOMPETITION






	 	a.	 	During employment with the Company and for a period of one year (the
“Restrictive Period”) thereafter (regardless of the reason for termination) Employee
agrees he/she will not, directly or indirectly, in any way for his/her own account, as
employee, stockholder, partner, or otherwise, or for the account of any other person,
corporation, or entity: (i) request or cause any of the Company’s suppliers, customers
or vendors to cancel or terminate any existing or continuing business relationship with
the Company; (ii) solicit, entice, persuade, induce, request or otherwise cause any
employee, officer or agent of the Company to refrain from rendering services to the
Company or to terminate his/her relationship, contractual or otherwise, with the
Company; or (iii) induce or attempt to influence any customer or vendor to cease or
refrain from doing business or to decline to do business with the Company or any of its
affiliated distributors or vendors.
	 
	 	b.	 	The Employee agrees that, during the Restrictive Period, the Employee will not,
directly or indirectly, accept employment with, provide services to or consult with, or
establish or acquire any interest in, any business, firm, person, partnership,
corporation or other entity which engages in any business or activity that is the same
as or competitive with the business conducted by the Company in any state of the United
States of America and in any foreign country in which any customer to whom the Company
is providing services or technology is located.






	8.	 	FORFEITURE FOR BREACH; INJUNCTIVE RELIEF.




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	 	a.	 	Any breach of the covenants made in Sections 6 and 7 hereof shall result in the
forfeiture of the Employee’s right to any and all payments which may be required to be
made under this Agreement following such breach and shall relieve the Company of any
obligation to make such payments.
	 
	 	b.	 	The Employee acknowledges that his/her compliance with the covenants in
Sections 6 and 7 hereof is necessary to protect the good will and other proprietary
interests of the Company and that, in the event of any violation by the Employee of the
provisions of Section 6 or 7 hereof, the Company will sustain serious, irreparable and
substantial harm to its business, the extent of which will be difficult to determine
and impossible to remedy by an action at law for money damages. Accordingly, the
Employee agrees that, in the event of such violation or threatened violation by the
Employee, the Company shall be entitle to an injunction before trial from any court of
competent jurisdiction as a matter of course and upon the posting of not more than a
nominal bond in addition to all such other legal and equitable remedies as may be
available to the Company.
	 
	 	c.	 	The rights and remedies of the Company as provided in this Section 8 shall be
cumulative and concurrent and may be pursued separately, successively or together
against Employee, at the sole discretion of the Company, and may be exercised as often
as occasion therefor shall arise. The failure to exercise any right or remedy shall in
no event be construed as a waiver or release thereof.
	 
	 	d.	 	The Employee agrees to reimburse the Company for any expenses incurred by it in
enforcing the provisions of Sections 6 and 7 hereof if the Company prevails in that
enforcement.






	9.	 	INVENTIONS
	 
	 	 	Employee agrees to promptly disclose to the Company each discovery, improvement, or
invention conceived, made, or reduced to practice (whether during working hours or
otherwise) during the term of employment. Employee agrees to grant to the Company the
entire interest in all of such discoveries, improvements, and inventions and to sign all
patent/copyright applications or other documents needed to implement the provisions of this
paragraph without additional consideration. Employee further agrees that all works of
authorship subject to statutory copyright protection developed jointly or solely, while
employed, shall be considered a work made for hire and any copyright thereon shall belong to
the Company. Any invention, discovery or improvement conceived, made or disclosed during the
one year period following the termination of employment with the Company shall be deemed to
have been made, conceived or discovered during employment with the Company.
	 
	 	 	Employee acknowledges any discoveries, improvements and other inventions made prior to the
date of initial employment with the Company or the date hereof, which have not been filed in
the United States Patent Office, are attached on Exhibit A, which shall be executed by both
the Employee and the Company.




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	10.	 	NO CURRENT CONFLICT
	 
	 	 	Employee hereby assures the Company that he/she is not currently restricted by any existing
employment or non-compete agreement that would conflict with the terms of this Agreement.
	 
	11.	 	TERM; TERMINATION AND TERMINATION BENEFITS






	 	  a.	 	Employment is “at will” which means that either the Company or Employee may
terminate at any time, with or without cause or good reason, upon written notice given
at least 30 days prior to termination.
	 
	 	  b.	 	This Agreement shall terminate upon the death of the Employee. In addition,
if, as a result of a mental or physical condition which, in the reasonable opinion of a
medical doctor selected by the Company’s Board of Directors, can be expected to be
permanent or to be of an indefinite duration and which renders the Employee unable to
carry out the job responsibilities held by, or the tasks assigned to, the Employee
immediately prior to the time the disabling condition was incurred, or which entitles
the Employee to receive disability payments under any long-term disability insurance
policy which covers the Employee for which the premiums are reimbursed by the Company
(a “Disability”), the Employee shall have been absent from his/her duties hereunder on
a full-time basis for 120 consecutive days, or 180 days during any twelve month period,
and within thirty (30) days after written notice (which may occur before or after the
end of such 120 or 180 day period) by the Company to Employee of the Company’s intent
to terminate the Employee’s employment by reason of such Disability, the Employee shall
not have returned to the performance of his/her duties hereunder, the Employee’s
employment hereunder shall, without further notice, terminate at the end of said
thirty-day notice.
	 
	 	  c.	 	The Company may also terminate the Employee’s employment under this Agreement
for Cause. For purposes of this Agreement the Company shall have “Cause” to terminate
the Employee’s employment if the Employee, in the reasonable judgment of the Company,
(i) fails to perform any reasonable directive of the Company that may be given from
time to time for the conduct of the Company’s business; (ii) materially breaches any of
his/her commitments, duties or obligations under this Agreement; (iii) embezzles or
converts to his/her own use any funds of the Company or any business opportunity of the
Company; (iv) destroys or converts to his/her own use any property of the Company,
without the Company’s consent; (v) is convicted of, or indicted for, or enters a guilty
plea or plea of no contest with respect to, a felony; (vi) is adjudicated an
incompetent or (vii) violates any federal, state, local or other law applicable to the
business of the Company or engages in any conduct which, in the reasonable judgment of
the Company, is injurious to the business or interests of the Company. The Company must
give the Employee written notice of the Employee’s breach under sections




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11.
c.(i.), 11.c. (ii) and 11.c. (vii) and an opportunity to cure within fifteen (15) days of such written notice. If the Employee fails to cure,
the Company may terminate the Employee for Cause and shall give notice of termination  to the Employee as required under Section 11.a.


	 	d.	 	Upon any termination of this Agreement, the Company shall have no further
obligation to Employee other than for annual salary and bonus earned through the date
of termination, and no severance pay or other benefits of any kind shall be payable;
provided, however, that in the event the Company terminates this Agreement other than
for Cause or as a result of the death or Disability of the Employee, the Company shall
provide to the Employee (i) severance equal to 50% of his/her then-current annual
salary and applicable prorated bonus, based on 100% performance, payable in one lump
sum in accordance with the Company’s policy and (ii) continuation of Benefits (as
hereafter defined), subject to applicable benefit plan provisions, for six months.
	 
	 	e.	 	Notwithstanding any contrary provision contained in this Agreement, upon the
first occurrence of a Trigger Event (as hereafter defined), the Employee shall be
entitled to receive (i) severance equal to 50% of his/her then-current annual salary
and applicable prorated bonus, based on 100% performance, payable in one lump sum in
accordance with the Company’s policy; (ii) continuation of Benefits (as hereafter
defined), subject to applicable benefit plan provisions, for six months; and (iii)
accelerated vesting of all stock options, such that all stock options held by Employee
immediately prior to the date of the Change of Control (as hereafter defined) shall
become exercisable in full as of the date of the Change of Control.
	 
	 	 	 	The term “Benefits” as utilized in this Section 11, shall mean standard health,
dental, disability, life and accident insurance benefits, all of which are subject
to any applicable premium co-pay, and car allowance.
	 
	 	 	 	The term “Trigger Event” as utilized in this Section 11 shall mean the occurrence of
a Change of Control (as hereafter defined) in connection with or after which either
(i) the Employee is terminated other than for Cause; (ii) the Employee resigns
his/her employment within 60 days after the Change of Control because neither the
Company nor the other party to the Change of Control (the “Buyer”) offers the
Employee a position with comparable responsibilities, authority, location and
compensation; or (iii) the Employee is employed by the Company or the Buyer, or a
division or subsidiary thereof, for one year after the date of the Change in
Control.
	 
	 	 	 	The term “Change of Control”, as utilized herein, shall mean:






	 	(i)	 	A change of control of a nature that would be required to be
reported in the Company’s proxy statement under the Securities Exchange Act of
1934, as amended;




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	 	(ii)	 	The approval by the Board of Directors of a sale, not in the
ordinary course of business, of all or substantially all of the Company’s
assets and business to an unrelated third party and the consummation of such
transaction; or
	 
	 	(iii)	 	The approval by the Board of Directors of any merger,
consolidation, or like business combination or reorganization of the Company,
the consummation of which would result in the occurrence of any event described
in clause (i) or (ii) above, and the consummation of such transaction.






	 	 	 	In order to implement the provisions of this Section 11.e., in connection with any
Change of Control, the Company shall, as a condition thereto, accelerate the vesting
of all unvested stock options as of the date of the Change of Control or cause the
Buyer to either assume all stock options held by the Employee immediately prior to
the Change of Control or grant equivalent substitute options containing
substantially the same terms, and the Company shall not otherwise take any action
that would cause any stock options held by the Employee that are not then
exercisable to terminate prior to the Change of Control or Trigger Event, as
otherwise permitted by the Company’s 2003 Stock Option Plan or as may be permitted
by the Buyer’s stock option plan, respectively.






	12.	 	MISCELLANEOUS






	 	  a.	 	This Agreement and any disputes arising herefrom shall be governed by
Pennsylvania law.
	 
	 	  b.	 	In the event that any provision of this Agreement is held to be invalid or
unenforceable for any reason, including without limitation the geographic or business
scope or duration thereof, this Agreement shall be construed as if such provision had
been more narrowly drawn so as not to be invalid or unenforceable.
	 
	 	  c.	 	This Agreement supersedes all prior agreements, arrangements, and
understandings, written or oral, relating to the subject matter.
	 
	 	  d.	 	The failure of either party at any time or times to require performance of any
provision hereof shall in no way affect the right at a later time to enforce the same.
No waiver by either party of any condition or of the breach by the other of any term or
covenant contained in this Agreement shall be effective unless in writing and signed by
the aggrieved party. A waiver by a party hereto in any one or more instances shall not
be deemed or construed as a further or continuing waiver of any such condition or
breach or a waiver of any other condition, or of the breach of any other term or
covenant set forth in this Agreement.
	 
	 	  e.	 	Any notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when delivered in person, sent by
certified mail, postage prepaid, or delivered by a nationally recognized overnight
delivery service addressed, if to the Company at 30 S. 17th Street, 8th Floor,




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	 	 	 	Philadelphia, PA 19103 Attn: President and if to the Employee, at the address of
his/her personal residence as maintained in the Company’s records.





	 	 	 
	For Employee:

	 	For the Company:
	 
	 	 
	/s/ George Tiger

	 	/s/ Bruce Johnson
	 

	 	 
	 
	 	 
	 

	 	Name: Bruce Johnson
	 
	 	 
	Date: September 17, 2004

	 	Date: September 23, 2004







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