**EXHIBIT 10.41****EMPLOYMENT AGREEMENT**     This **EMPLOYMENT AGREEMENT**(the “Agreement”) entered into as of January 10, 2007, byand between John P. Hamill (the “Executive”) and PharmaNet Development Group, Inc., aDelaware corporation (the “Company”). The effective date of the Agreement shall be August24, 2006 (the “Effective Date”).     ***WHEREAS***, in its business, the Company has acquired and developed certain trade secrets,including but not limited to proprietary processes, sales methods and techniques, and other likeconfidential business and technical information, including, but not limited to, technicalinformation, design systems, proprietary assays, pricing methods, pricing rates or discounts,process, procedure, formula, design of computer software or improvement of any portion or phasethereof, whether patented or not, that is of any value whatsoever to the Company, as well ascertain unpatented information relating to the Services (as defined below) information concerningproposed new services, market feasibility studies, proposed or existing marketing techniques orplans (whether developed or produced by the Company or by any other entity for the Company), otherConfidential Information (as defined below) and information about the Company’s employees,officers, and directors, which necessarily will be communicated to the Executive by reason of hisor her employment with the Company;     ***WHEREAS***, the Company has strong and legitimate business interests in preserving and protectingits investment in the Executive, its trade secrets and Confidential Information, and itssubstantial relationships with suppliers, and Clients (as defined below), actual and prospective;and     ***WHEREAS***, the Company desires to preserve and protect its legitimate business interests furtherby restricting competitive activities of the Executive during the term of employment and following(for a reasonable time) termination of employment;     ***WHEREAS***, the Company’s Board of Directors (the “Board”) considers it essential to andin the best interests of the Company’s direct and indirect holders of ownership interests(collectively, the “Stockholders”) to foster the continued employment of the Executive andhas approved the severance arrangement set forth in this Agreement;     ***WHEREAS***, the Company desires to employ the Executive and to ensure the continued availabilityto the Company of the Executive’s services, and the Executive is willing to accept such employmentand render such services, all upon and subject to the terms and conditions contained in thisAgreement;     ***WHEREAS***, the Executive was previously a party to that certain Employment Agreement datedNovember 2, 2004 by and between the applicable subsidiary of Company and the Executive (the“Previous Employment Agreement”) and by executing this Agreement, the Executive and theCompany on behalf of itself and the applicable subsidiary of the Company hereby agree that thisAgreement supersedes any prior employment arrangement set forth in the Previous EmploymentAgreement;     ***WHEREAS***, the Executive was previously a party to that certain Severance Agreement datedOctober 31, 2004 by and between a subsidiary of the Company and the Executive (the “PreviousSeverance Agreement”) and by executing this Agreement, the Executive and the Company on behalfof itself and the applicable subsidiary of the Company hereby agree that this Agreement supersedesany prior employment arrangement set forth in the Previous Severance Agreement; and
 

 
     ***WHEREAS***, the Executive acknowledges and agrees that the payments, benefits, promises andundertakings performed, and to be performed, as set forth herein exceed and are greater than thepayments, benefits, promises and undertakings to which Employee would have been entitled hadExecutive not executed this Agreement.     ***NOW****,****THEREFORE***, in consideration of the premises and the mutual covenants set forth in thisAgreement, and intending to be legally bound, the Company and the Executive agree as follows:     1. **Representations and Warranties**. The Executive hereby represents and warrants tothe Company that he or she is not subject to any written nonsolicitation or noncompetitionagreement affecting his or her employment with the Company (other than any prior agreement with theCompany or its Affiliate (as defined below)), (b) is not subject to any written confidentiality ornonuse/nondisclosure agreement affecting his or her employment with the Company (other than anyprior agreement with the Company or its Affiliate), and (c) has not brought to the Company anytrade secrets, confidential business information, documents, or other personal property of a prioremployer.     2. **Term of Employment**.          (a) Term. Subject to Section 6 hereof, the Company hereby employs the Executive, andthe Executive hereby accepts employment with the Company, for a period commencing on the EffectiveDate and ending three (3) years from the Effective Date (the “Employment Term”).          (b) Continuing Effect. Notwithstanding any termination of employment, at the end ofthe Employment Term or otherwise, the provisions of Sections 7 and 8 shall remain in full force andeffect and the provisions of Section 8 shall be binding upon the legal representatives, successorsand assigns of the Executive.     3. **Duties**.          (a) General Duties. The Executive shall serve as the Executive Vice President andChief Financial Officer, with duties and responsibilities that are customary for such position.The Executive shall use his or her best efforts to perform his or her duties and discharge his orher responsibilities pursuant to this Agreement competently, carefully and faithfully. During theEmployment Term, the Executive shall be an officer and a member of the Executive Committee of theCompany and the Company shall take all actions necessary or required to make Executive an officerof the Executive Committee of the Company. In addition, Executive may be required to execute anddeliver to the Company, on a timely basis, quarterly certifications or sub-certifications in orderto permit Company to comply with its reporting obligations, including those under theSarbanes-Oxley Act of 2002.          (b) Devotion of Time. The Executive shall devote the amount of time and attention tothe business and affairs of the Company that are reasonably necessary to competently perform his orher duties. The Executive shall not enter the employ of or serve as a consultant to, or in any wayperform any services with or without compensation to, any other persons, business or organizationwithout the prior written consent of the board of directors of the Company. Notwithstanding theforegoing, the Executive shall be permitted, subject to the first sentence of this Section 3(b) andSections 7, 8, 9 and 10 hereof, to (i) serve on corporate, advisory, civic or charitable boards or
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committees, (ii) deliver lectures, fulfill speaking engagements or teach at educationalinstitutions and (iii) manage personal investments.          (c) Location of Office. The Executive’s principal business office shall be at theCompany’s office location in Princeton, New Jersey as it may be changed from time to time by thesenior management of the Company; provided, however, that the Executive’s jobresponsibilities shall include all business travel reasonably necessary to such requirements.          (d) Adherence to Inside Information Policies. The Executive acknowledges that theCompany is publicly-held and, as a result, has implemented inside information policies designed topreclude its employees and those of its subsidiaries from violating the federal securities laws bytrading on material, non-public information or passing such information on to others in breach ofany duty owed to the Company or any third party. The Executive shall promptly execute anyreasonable agreements generally distributed by the Company to its employees requiring suchemployees to abide by its inside information policies.     4. **Compensation and Expenses**.          (a) Annual Base Salary. For the services of the Executive to be rendered under thisAgreement, during the Employment Term the Company shall pay the Executive an annual base salaryequivalent to $375,000 per annum provided, however, that effective as of January 1, 2007 the annualbase salary will be $390,000 (as adjusted by the provisions of this Section 4(a), the “Annual BaseSalary”). The Annual Base Salary shall be adjusted annually on a compounded basis on suchExecutive’s employment anniversary date (as such date has been, or may in the future be, modified)at the greater of (i) four (4%), (ii) an amount approved by the Compensation Committee of theCompany’s Board of Directors or (iii) the Consumer Price Index in accordance with the formulaattached hereto as Exhibit A. The Annual Base Salary shall be payable in accordance withthe Company’s normal payroll practices.          (b) Annual (Cash) Incentive. In addition to any other compensation received pursuantto this Agreement, the Executive shall be eligible to participate in the same Company cashincentive plan or plans that the members of the Company’s Executive Committee are eligible toparticipate.          (c) Long-Term Incentive. The Executive shall be eligible to participate in alllong-term incentive plan or plans that the members of the Company’s Executive Committee areeligible to participate. For 2006, the long-term incentive consists of (i) 21,000 restricted stockunits (“RSUs”) which vest semi-annually over a 3 year period in equal increments of 3,500 sharescommencing on December 31, 2006 and each June 30th and December 31st thereafter, subject tocontinuing employment with the Company on each applicable vesting date; and (ii) 25,000 RSUs whichvest only if the Company meets or exceeds the 2008 non-GAAP earnings target set by the CompensationCommittee, which target was agreed upon as of May 9, 2006 and is set forth in the minutes to theCompensation Committee of such date. Equity incentives granted pursuant to this Section 4(c) shallbe granted in accordance with the terms and conditions of the Company’s standard form of agreementand applicable equity incentive plan. Each awarded RSU shall entitle the Executive to receive oneshare of the Company’s common stock upon the vesting of that unit, and the shares which vest oneach applicable vesting date shall be issued on that date or as soon as administrativelypracticable thereafter, but in no event later than the later of (x) the last day of the calendaryear in which vesting date occurs
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or (y) the fifteenth day of the third calendar month following such vesting date. All suchshare issuances shall be subject to the Company’s collection of the applicable withholding taxes.          (d) Expenses. In addition to any compensation received pursuant to this Section 4,the Company shall reimburse or advance funds to the Executive for reasonable travel, entertainment,professional dues and miscellaneous expenses incurred in connection with the performance of his orher duties under this Agreement and in accordance with the Company’s policies relating to traveland expenses, subject to receipt by the Company of evidence of such expenses. The Executive mustsubmit all required receipts and documentation for each such reimbursable expense within sixty (60)days following the last day of the month of the incurrence of that expense.     5. **Benefits**.          (a) Vacation. During each year of employment, the Executive shall be entitled totwenty (20) business days of vacation without loss of compensation or other benefits to which he orshe is entitled under this Agreement, such vacation to be taken at such times as the Executive mayselect and the affairs of the Company may permit.          (b) Employee Benefit Programs. The Executive is entitled to participate in anypension, 401(k), medical insurance, disability insurance, life insurance or other employee benefitplan that is maintained by the Company, including reimbursement of membership fees in professionalorganizations, subject to the eligibility requirements of these specific plans.          (c) Insurance. The Company shall pay the cost of all insurance premiums in connectionwith the insurance or benefit programs referred to in Section 5(b) in which the Executive choosesto participate. In addition, the Company shall include the Executive in the Company’s D&O(director and officer) liability insurance policy as an additional insured for the benefit of theExecutive.          (d) The Company shall pay or reimburse Executive for up to $25,000 of expenses in any calendaryear (or fiscal year if the Company adopts a fiscal year for financial reporting purposes) relatedto perquisites or personal benefits not generally made available to all middle level employeesprovided that Executive properly provides a written accounting of such expenses to the Company.Expenses eligible for such payment include, but are not limited to the following: automobileexpenses, personal life and disability insurance premiums, unreimbursed medical expenses, travelcosts of family members accompanying the Executive on business trips, and other expenses notgenerally available to middle level executives. In addition, the Company shall pay the Executivean amount equal to 35% of the costs of these perquisites, plus the applicable state and local tax,if any, in order to reimburse the Executive for federal income taxes which may be incurred.     6. **Termination; Severance**.          (a) Certain Definitions. For purpose of this Agreement:               “Cause” means that the Executive has: (i) been convicted of a felony involving anysubject matter; (ii) been charged with a felony, by a government agency, relating to the businessof the Company or any Affiliate; (iii) been convicted of a misdemeanor directly involving theExecutive’s employment that directly affects the business of the Company; (iv) been found after aninternal investigation to have engaged in sexual misconduct which is related to the Executive’semployment or
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the business of the Company and/or violated the Company’s sexual harassment policy; (v) failedto carry out the duties and responsibilities assigned to Executive which are consistent with theterms of this Agreement, after notice and a 30-day period to cure such behavior (if the behavior isof the nature that it can be cured); (vi) misappropriated the Company funds or otherwise defraudsthe Company; (vii) breached his or her fiduciary duty to the Company resulting in profit to him orher, directly or indirectly; (viii) been found to have committed any act or failed to take anyaction which results in the common stock of the Company (the “Common Stock”) being delistedfor trading on its principal trading market or exchange; (ix) been convicted of illegal possessionor illegal use of a controlled substance; (x) engaged in chronic drinking or the use of illegaldrugs, chemicals or controlled substances or the abuse of otherwise legal drugs or chemicals orcontrolled substances that affects the performance of his or her duties as reasonable determined bythe Company; (xi) failed or refused to cooperate reasonably and at the Company’s expense, in anyofficial investigation conducted by or on behalf of the Company; (xii) breached any materialprovision of this Agreement, including Section 3(d) herein, after notice and a reasonableopportunity to cure such behavior (if the behavior is of the nature that it can be cured); (xiii)intentionally or willfully failed to comply with the reasonable directives of the Board or the CEOof the Company; (xiv) committed an act or omission constituting gross negligence or willfulmisconduct which causes, at least in part, the Company to restate its financial statements for acompleted fiscal period after having filed such financial statements with the Securities andExchange Commission; or (xv) been found by a court, the Securities and Exchange Commission or anystate governmental authority which regulates or enforces such state’s securities laws, in a finalnon-appealable determination, to have violated any applicable securities laws, whether such findingwas after a hearing or trial or on consent without admitting or denying any allegations ofwrongdoing.               “Disability” means the occurrence of either of the following circumstances: (i) ifExecutive is deemed disabled for purposes of any long-term disability insurance policy paid for bythe Company and in effect at such time, or (ii) if in the exercise of the reasonable judgment ofthe Company, due to accident, mental or physical illness, or any other reason, Executive has becomephysically or mentally incapable of performing, with reasonable accommodation, the essentialfunctions of his or her employment for a period of more than one hundred twenty (120) consecutivedays or for one hundred eighty (180) days within a three hundred and sixty-five (365) day period.               “Effective Date of Termination” with respect to any purported termination of theExecutive’s employment, shall mean (i) if the Executive’s employment is terminated by his or herdeath, the date of his or her death, (ii) if the Executive’s employment is terminated for Cause orwithout Cause, the date specified in the Notice of Termination, (iii) if the Executive’s employmentis terminated as a result of a Disability, the date on which it is finally determined that theExecutive is Disabled and (iv) if Executive terminates his or her employment for Good Reason orotherwise voluntarily terminates his or her employment, the date specified in the Notice ofTermination.               “Good Reason” means: (i) the material breach of any of the material terms orconditions of this Agreement by the Company; or (ii) any entity or person not now an executiveofficer or director of the Company becomes, either individually or as part of a group (required tofile a Schedule 13D or 13G with the Securities and Exchange Commission), the beneficial owner of30% or more of the Company’s common stock. The Executive shall have a period of 90 days followingthe occurrence of an event constituting Good Reason under clauses (i) above and a period of 180days following an event constituting Good Reason under clause (ii) above in which to exercise hisright to
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terminate for Good Reason, or the Executive shall be deemed to have waived that particularGood Reason.               “Notice of Termination” means a notice indicating the specific termination provisionin this Agreement relied upon and shall set forth in reasonable detail the facts and circumstancesclaimed to provide a basis for termination of the Executive’s employment with the Company under theprovision so indicated.               “Person” shall have the meaning ascribed thereto in Section 3(a)(9) of the SecuritiesExchange Act of 1934, as amended, as modified, applied and used in Sections 13(d) and 14(d)thereof; provided,however, a Person shall not include (i) the Company, (ii) atrustee or other fiduciary holding securities under an employee benefit plan of the Company (in itscapacity as such), (iii) an underwriter temporarily holding securities pursuant to an offering ofsuch securities, or (iv) a corporate entity owned, directly or indirectly, by the Stockholders insubstantially the same character and proportions as their ownership of interests in the Company.          (b) Termination.               (i) Either the Company or the Executive, in his, her or its sole discretion, may terminate theExecutive’s employment without Cause at any time upon thirty (30) days written notice. Upon theEffective Date of Termination, whether with or without Cause, the Executive shall have no right tocompensation or reimbursement under Section 4 (except for compensation earned or reimbursableexpenses incurred through the Effective Date of Termination) or to participate in any employeebenefit programs under Section 5 for any period subsequent to the Effective Date of Termination,except as provided for by law or this Agreement. On or before the Effective Date of Termination orprior to receiving any final compensation or expenses due him or her, the Executive shall execute a“Certificate of Conclusion of Employment,” certifying that he or she has complied with his or herobligations and acknowledging his or her continuing obligations under this Agreement. TheExecutive’s failure to comply with the requirements of this Section shall constitute a materialbreach of this Agreement. For clarity, if the Executive’s employment is terminated by the Companyfor any reason other than Cause, he or she shall be entitled to the Severance Payments set forthbelow.               (ii) The Company may terminate the Executive’s employment pursuant to the terms of thisAgreement at any time for Cause (as defined above) by giving written notice of termination. TheExecutive shall have thirty (30) days from the date of the notice to provide the Company CEO withevidence that the Company is mistaken as to Cause and that the Executive’s behavior does not meetthe criteria for Cause. During such thirty (30) day period, the Executive shall be suspendedwithout pay; provided, however, that if employment is reinstated then the Executiveshall be paid for such thirty (30) day period or if the termination is upheld, the Effective Dateof Termination shall be deemed to be the date of receipt by the Executive of the written notice oftermination. Upon any such termination for Cause, the Executive shall have no right tocompensation or reimbursement under Section 4 (except for compensation earned or reimbursableexpenses incurred through the Effective Date of Termination), or to participate in any employeebenefit programs under Section 5 for any period subsequent to the Effective Date of Termination,except as provided by law.          (c) Severance. In the event that the Executive executes and does not revoke a writtenrelease upon termination of employment, in substantially the form attached hereto as ExhibitB,
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the Company shall cause the payments and benefits described in this Section (the“Severance Payments”) to be made upon the termination of the Executive’s employment withthe Company during the Employment Term unless such termination is (i) by the Company for Cause,death or Disability, or (ii) by the Executive without Good Reason. Severance Payments due andpayable to the Executive by the Company in accordance with this Section shall be determined asfollows:               (i) In lieu of any further salary payments to the Executive for periods subsequent to theEffective Date of Termination, the Company shall cause an aggregate severance payment to be made tothe Executive, in cash, equal to two (2) times such Executive’s Annual Base Salary (the “CashSeverance Payment”) and payable in twenty-four (24) equal monthly installments.               (ii) For a twenty-four (24) month period after the Effective Date of Termination, the Companyshall arrange to provide the Executive with life, disability, accident and health insurancebenefits substantially similar to those which the Executive is receiving immediately prior to theEffective Date of Termination. To the extent such benefits are provided under insured arrangements,the Company shall pay each applicable insurance premium (net of any payment required of theExecutive) on the specified due date for that premium (which shall not be less frequently thanannually); provided, however, that in the event any such premium payment cannot be made by theCompany on the applicable due by reason of the restrictions set forth in subparagraph (f) of thisSection, the Executive shall make such premium payment and the Company shall promptly reimburse theExecutive for that payment upon the conclusion of the six (6)-month deferral period set forth insubparagraph (f). In addition, benefits otherwise receivable by the Executive pursuant to thisSection shall be reduced to the extent comparable benefits are actually received by or madeavailable to the Executive without cost during such period following the Executive’s termination ofemployment (and any such benefits actually received by the Executive shall be reported to theCompany by the Executive).               (iii) All unvested long-term incentive grants, if any, outstanding on the Effective Date ofTermination shall immediately vest.               (iv) To the extent the Executive is, on the Effective Date of Termination, participating inone or more deferred compensation arrangements subject to Section 409A of the Internal Revenue Code(the “Code”), the payments and benefits provided under those arrangements shall continue to begoverned by, and to become due and payable in accordance with, the specific terms and conditionsof those arrangements, and nothing in this Agreement shall be deemed to modify or alter those termsand conditions.          (d) Benefit Limit. (i) In the event that any payments or benefits to which Executivebecomes entitled in accordance with the provisions of this Agreement (or any other agreement withthe Company or other Affiliated Company) would otherwise constitute a parachute payment under CodeSection 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extentnecessary to assure that the Executive receives only the greater of (i) the amount of thosepayments which would not constitute such a parachute payment or (ii) the amount which yieldsExecutive the greatest after-tax amount of benefits after taking into account any excise taximposed under Code Section 4999 on the payments and benefits provided Executive under thisAgreement (or on any other payments or benefits to which the Executive may become entitled inconnection with any change in control or ownership of the Company or the subsequent termination ofhis employment with the Company).
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               (ii) Should a reduction in benefits be required to satisfy the benefit limit of thissubparagraph (d), then the portion of any parachute payment otherwise payable in cash to Executiveshall be reduced to the extent necessary to comply with such benefit limit. Should such benefitlimit still be exceeded following such reduction, then the number of shares which would otherwisevest on an accelerated basis under each of the Executive’s options or other equity awards (based onthe amount of the parachute payment attributable to each such option or equity award under CodeSection 280G) shall be reduced to the extent necessary to eliminate such excess.          (e) Resolution Procedures. In the event there is any disagreement between theExecutive and the Company as to whether one or more payments or benefits to which the Executivebecomes entitled in connection with the Change in Control or his subsequent termination ofemployment constitute a parachute payment under Code Section 280G or as to the determination of thepresent value thereof, such dispute will be resolved as follows:               (i) In the event the Treasury Regulations under Code Section 280G (or applicable judicialdecisions) specifically address the status of any such payment or benefit or the method ofvaluation therefor, the characterization afforded to such payment or benefit by the Regulations (orsuch decisions) will, together with the applicable valuation methodology, be controlling.               (ii) In the event Treasury Regulations (or applicable judicial decisions) do not address thestatus of any payment in dispute, the matter will be submitted for resolution to independentauditors selected and paid for by the Company. The resolution reached by the independent auditorswill be final and controlling; provided, however, that if in the judgment of the independentauditors, the status of the payment in dispute can be resolved through the obtainment of a privateletter ruling from the Internal Revenue Service, a formal and proper request for such ruling willbe prepared and submitted by the independent auditors, and the determination made by the InternalRevenue Service in the issued ruling will be controlling. All expenses incurred in connection withthe preparation and submission of the ruling request shall be shared equally by the Executive andthe Company.               (iii) In the event Treasury Regulations (or applicable judicial decisions) do not address theappropriate valuation methodology for any payment in dispute, the present value thereof will, atthe independent auditor’s election, be determined through an independent third-party appraisal, andthe expenses incurred in obtaining such appraisal shall be shared equally by the Executive and theCompany.          (f) Date of Payment. The Cash Severance Payment shall be made on the fifteenth day ofeach of the twenty-four (24) months immediately following the month in which the Effective Date ofTermination occurs or (if later) the month in which the date of the Executive’s “separation fromservice” with the Company (as such term is defined in Treasury Regulations issued under CodeSection 409(A) occurs. At the time that payments are made under this Section, the Company shallprovide the Executive with a detailed written statement setting forth the manner in which suchpayments were calculated and the basis for such calculations. Notwithstanding the foregoing, CashSeverance Payments shall immediately cease and no longer be payable if Executive violates any ofthe terms set forth in Sections 7 or 8 hereof. Such remedy shall be in addition to any and allother remedies available by law or equity.
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          (g) Delayed Commencement Date. Notwithstanding any provision to the contrary in thisAgreement, no payment or benefit to which the Executive otherwise becomes entitled under thisSection shall be made, paid or provided prior to the earlier of (i) the expiration of thesix (6) month period measured from the date of the Executive’s “separation from service” with theCompany (as such term is defined in Treasury Regulations issued under Code Section 409(A) or (ii)the date of the Executive’s death, if the Executive is deemed at the time of such separation fromservice to be a “key employee” within the meaning of that term under Code Section 416(i) and suchdelayed commencement is otherwise required in order to avoid a prohibited distribution under CodeSection 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period,all payments and benefits deferred pursuant to this subparagraph (f), whether they would haveotherwise been payable in a single sum or in installments in the absence of such deferral, shall bepaid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits dueunder this Section 6 shall be paid or provided in accordance with the normal payment datesspecified for them herein.          (h) Notice of Termination. Any purported termination of the Executive’s employmentwith the Company (other than by reason of death) shall be communicated by written Notice ofTermination from one party hereto to the other party hereto in accordance with Section 14.     7. **Non-Competition Agreement**.          (a) Competition with the Company. During the Employment Term and for twenty-four (24)months after the Effective Date of Termination, the Executive, directly or indirectly or, inassociation with or as a stockholder, director, officer, consultant, employee, partner, jointventurer, member or otherwise of or through any person, firm, corporation, partnership, associationor other entity (any of the foregoing, an “Affiliated Entity”) shall not act as anexecutive officer or provide Services (as such term is defined in Section 8 hereof) to any entitywhich competes with the Company or its Affiliates, within any metropolitan area in the UnitedStates or elsewhere in which the Company or its subsidiaries or affiliates (collectively, the“Affiliates”), if applicable, is then engaged in the offer and sale of competitive Services(the “Prohibited Business”); provided, the foregoing shall not prohibit Executivefrom owning up to five percent (5%) of the securities of any publicly-traded enterprise thatengages in the Prohibited Business provided the Executive is not an employee, director, officer,consultant to such enterprise or otherwise reimbursed for services rendered to such enterprise. Inaddition, during the period commencing on the Effective Date of Termination and continuing fortwenty-four (24) months thereafter, the Executive may not, directly or indirectly, includingthrough any Affiliated Entity, seek Prohibited Business from any Client (as defined below) onbehalf of any enterprise or business other than the Company, refer Prohibited Business generatedfrom any Client to any enterprise or business other than the Company, cause any Client to cancel orreduce any existing contract for services it may have with the Company or receive commissions basedon sales or otherwise relating to the Prohibited Business from any Client, enterprise or businessother than the Company. For purposes of this Agreement, the term “Client” means any person,firm, corporation, limited liability company, partnership, association or other entity (i) to whichthe Company sold or provided Services in excess of $100,000 during the twenty-four (24) monthperiod prior to the Effective Date of Termination, or (ii) to which the Company can demonstrate,who or which has been approached by an employee of the Company for the purpose of solicitingbusiness for the Company and which business was reasonably expected to generate revenue in excessof $100,000.
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Notwithstanding the foregoing, the provisions of this Section 7(a) shall not apply in theevent that this Agreement is terminated for Good Reason.          (b) No Payment. The Executive acknowledges and agrees that no separate or additionalpayment will be required to be made to him or her in consideration of his or her undertakings inthis Section 7.          (c) References. References to the Company in this Section 7 shall include theCompany’s Affiliates.     8. **Non-Disclosure of Confidential Information**.          (a) Confidential Information. “Confidential Information” includes, but is notlimited to, trade secrets (as defined by the common law and statute in Florida or New Jersey or anyfuture Florida or New Jersey statute), processes, policies, procedures, techniques (includingrecruiting techniques), designs, drawings, know-how, show-how, technical information,specifications, computer software and source code, information and data relating to thedevelopment, research, testing, costs, marketing and uses of the Services, the Company’s budgetsand strategic plans, and the identity and special needs of Clients, databases, data, all technologyrelating to the Company’s businesses, systems, methods of operation, Client lists, Clientinformation, solicitation leads, marketing and advertising materials, methods and manuals andforms, all of which pertain to the activities or operations of the Company, names, home addressesand all telephone numbers and e-mail addresses of the Company’s employees, former employees,clients and former clients. In addition, Confidential Information also includes the identity ofClients and the identity of and telephone numbers, e-mail addresses and other addresses ofemployees or agents of Clients who are the persons with whom the Company’s employees and agentscommunicate in the ordinary course of business. For purposes of this Agreement, the following willnot constitute Confidential Information: (i) information which is or subsequently becomes generallyavailable to the public through no act of the Executive, (ii) information set forth in the writtenrecords of the Executive prior to disclosure to the Executive by or on behalf of the Company, (iii)information which is lawfully obtained by the Executive in writing from a third party (excludingany Affiliates of the Executive) who did not acquire such confidential information or trade secret,directly or indirectly, from the Executive or the Company and (iv) information that the Executiveis required to disclose pursuant to subpoena, court order or other judicial process or is disclosedin any report or filing with the Securities and Exchange Commission or similar governmental entity.As used herein, the term “Services” shall include the providing of early and late stageclinical drug development services, clinical trials management services and other material servicesengaged in by the Company during the Employment Term.          (b) Legitimate Business Interests. The Executive recognizes that the Company haslegitimate business interests to protect and, as a consequence, the Executive agrees to therestrictions contained in this Agreement because they further the Company’s legitimate businessinterests. These legitimate business interests include, but are not limited to (i) trade secrets,(ii) valuable confidential business or professional information that otherwise does not qualify astrade secrets, including all Confidential Information, (iii) substantial relationships withspecific prospective or existing Clients or clients, (iv) Client goodwill associated with theCompany’s business and (v) specialized training relating to the Services and the Company’stechnology, methods and procedures.
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          (c) Confidentiality. The Confidential Information shall be held by the Executive inthe strictest confidence and shall not, without the prior written consent of the Company, bedisclosed to any person other than in connection with the Executive’s employment with the Company.The Executive further acknowledges that such Confidential Information as is acquired and used bythe Company is a special, valuable and unique asset. The Executive shall exercise all reasonabledue and diligence precautions to protect the integrity of the Company’s Confidential Informationand to keep it confidential whether it is in written form, on electronic media or oral. TheExecutive shall not copy any Confidential Information except to the extent reasonably necessary tohis or her employment nor remove any Confidential Information or copies thereof from the Company’spremises except to the extent reasonably necessary to his or her employment. All records, files,materials and other Confidential Information obtained by the Executive in the course of his or heremployment with the Company are confidential and proprietary and shall remain the exclusiveproperty of the Company or its Clients, as the case may be. The Executive shall not, except inconnection with and as required by his or her performance of his or her duties under thisAgreement, for any reason use for his or her own benefit or the benefit of any person or entitywith which he or 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 theprior written consent of an officer of the Company (excluding the Executive, if applicable).          (d) References to the Company in this Section 8 shall include the Company’s Affiliates.     9. **Equitable Relief**.          (a) The Company and the Executive recognize that the services to be rendered under thisAgreement by the Executive are special, unique and of extraordinary character, and that in theevent of the breach by the Executive of the terms and conditions of this Agreement or if theExecutive, shall cease to be an employee of the Company for any reason and take any action inviolation of Section 7 and/or Section 8, the Company shall be entitled to institute and prosecuteproceedings in any court of competent jurisdiction referred to in Section 9(b) below to enjoin theExecutive from breaching the provisions of Section 7 or Section 8. In such action, the Companyshall not be required to plead or prove irreparable harm or lack of an adequate remedy at law orpost a bond or any security.          (b) Any action between the Company and Executive must be commenced in Mercer County, NewJersey. The Executive and the Company irrevocably and unconditionally submit to the exclusivejurisdiction of such courts and agree to take any and all future action necessary to submit to thejurisdiction of such courts. The Executive and the Company irrevocably waive any objection thatthey now have or hereafter irrevocably waive any objection that they now have or hereafter may haveto the laying of venue of any suit, action or proceeding brought in any such court and furtherirrevocably waive any claim that any such suit, action or proceeding brought in any such court hasbeen brought in an inconvenient forum. Final judgment against the Executive or the Company in anysuch suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, acertified or true copy of which shall be conclusive evidence of the fact and the amount of anyliability of the Executive or the Company therein described, or by appropriate proceedings underany applicable treaty or otherwise.
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     10. **Conflicts of Interest**. Except as otherwise set forth in Section 7(a), whileemployed by the Company, the Executive shall not, directly or indirectly, unless approved by theBoard:          (a) participate as an individual in any way in the benefits of transactions with any of theCompany suppliers or Clients, including, without limitation, having a financial interest in theCompany’s suppliers or Clients, or making loans to, or receiving loans from, the Company’ssuppliers or Clients;          (b) realize a personal gain or advantage from a transaction in which the Company has aninterest or use information obtained in connection with the Executive’s employment with the Companyfor the Executive’s personal advantage or gain; or          (c) accept any offer to serve as an officer, director, partner, consultant, manager with, orto be employed in a technical capacity by, a person or entity that does business with the Company.As used in Section 10(a), (b) or (c), references to the Company also includes its Affiliates.     11. **Inventions, Ideas, Processes, and Designs**. All inventions, ideas, processes,programs, software, and designs (including all improvements) (a) conceived or made by the Executiveduring the course of his or her employment with the Company (whether or not actually conceivedduring regular business hours) and for a period of six (6) months subsequent to the Effective Dateof Termination or expiration of such employment with the Company and (b) related to the business ofthe Company, shall be disclosed in writing promptly to the Company and shall be the sole andexclusive property of the Company. An invention, idea, process, program, software, or design(including an improvement) shall be deemed related to the business of the Company if (x) it wasmade with the Company’s equipment, supplies, facilities, or Confidential Information, (y) resultsfrom work performed by the Executive for the Company, or (z) pertains to the current business ordemonstrably anticipated research or development work of the Company. The Executive shallcooperate with the Company and its attorneys, at the Company’s sole cost and expense, in thepreparation of patent and copyright applications for such developments and, upon request, shallpromptly assign all such inventions, ideas, processes, and designs to the Company. The decision tofile for patent or copyright protection or to maintain such development as a trade secret shall bein the sole discretion of the Company, and the Executive shall be bound by such decision.     12. **Assignability**. The rights and obligations of the Company under this Agreementshall inure to the benefit of and be binding upon the successors and assigns of the Company. TheExecutive’s obligations hereunder may not be assigned or alienated and any attempt to do so by theExecutive will be void.     13. **Severability**.          (a) The Executive expressly agrees that the character, duration and geographical scope of thenon-competition provisions set forth in this Agreement are reasonable in light of the circumstancesas they exist on the date hereof. Should a decision, however, be made at a later date by a courtof competent jurisdiction that the character, duration or geographical scope of such provisions isunreasonable, then it is the intention and the agreement of the Executive and the Company that thisAgreement shall be construed by the court in such a manner as to impose only those restrictions onthe
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Executive’s conduct that are reasonable in the light of the circumstances and as are necessaryto assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a courtshall refuse to enforce all of the separate covenants deemed included herein because taken togetherthey are more extensive than necessary to assure to the Company the intended benefits of thisAgreement, it is expressly understood and agreed by the parties hereto that the provisions of thisAgreement that, if eliminated, would permit the remaining separate provisions to be enforced insuch proceeding shall be deemed eliminated, for the purposes of such proceeding, from thisAgreement.          (b) If any provision of this Agreement otherwise is deemed to be invalid or unenforceable oris prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreementshall be considered divisible as to such provision and such provision shall be inoperative in suchstate or jurisdiction and shall not be part of the consideration moving from either of the partiesto the other. The remaining provisions of this Agreement shall be valid and binding and of likeeffect as though such provision were not included and the invalid or unenforceable provision shallbe substituted with a provision which most closely approximates the intent and the economic effectof the invalid or unenforceable provision and which would be enforceable to the maximum extentpermitted in such jurisdiction or in such case.     14. **Notices and Addresses**. All notices, offers, acceptance and any other acts underthis Agreement (except payment) shall be in writing, and shall be sufficiently given if deliveredto the addressees in person, by Federal Express or similar overnight delivery, or by facsimiledelivery followed by Federal Express or similar next business day delivery, as follows:   To the Company: PharmaNet Development Group, Inc.  504 Carnegie Center  Princeton, NJ 08540  Fax: (609)514-0390  Attn: Chief Executive Officer   *With a copy to*: Morgan Lewis & Bockius, LLP  502 Carnegie Center  Princeton, NJ 08540  Fax: (609)919-6701  Attn: Denis Segota, Esq.   To the Executive: John P. Hamill  6 Bittersweet Dr.  Doylestown, PA 18901   *With a copy to:* Taylor Colicchio & Silverman, LLP  502 Carnegie Center, Suite 103  Princeton, NJ 08540  Fax: (609) 987-0070  Attn.: Thomas P. Wild, Esq.or to such other address 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 ofsuccessful
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facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery in personor by mailing.     15. **Counterparts**. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original but all of which together shall constitute one and the sameinstrument. The execution of this Agreement may be by actual or facsimile signature.     16. **Attorney’s Fees**. In the event that there is any controversy or claim arising outof or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and anyaction or proceeding is commenced to enforce the provisions of this Agreement, each party shall beresponsible for its own attorney’s fee, costs and expenses.     17. **Governing Law**. This Agreement and any dispute, disagreement, or issue ofconstruction or interpretation arising hereunder whether relating to its execution, its validity,the obligations provided therein or performance shall be governed or interpreted according to theinternal laws of the State of New Jersey without regard to choice of law considerations.     18. **Entire Agreement**. This Agreement constitutes the entire agreement between theparties and supersedes all prior oral and written agreements between the parties hereto withrespect to the subject matter hereof, including but not limited to, the Previous EmploymentAgreement and the Previous Severance Agreement, each of which is terminated and no longer in forceand effect. Neither this Agreement nor any provision hereof may be changed, waived, discharged orterminated 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 additionalinstruments as may be reasonably required by their counsel in order to carry out the purpose andintent of this Agreement and to fulfill the obligations of the parties hereunder.     20. **Section and Paragraph Headings**. The section and paragraph headings in thisAgreement are for reference purposes only and shall not affect the meaning or interpretation ofthis Agreement.**[Remainder of Page Intentionally Left Blank; Signature Page Follows]**
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     ***IN WITNESS WHEREOF***, the Company and the Executive have executed this Agreement as of the dateset forth above.      PharmaNet Development Group, Inc.