Exhibit 10.42






Exhibit 10.42




eResearchTechnology, Inc




AMENDED AND RESTATED

MANAGEMENT EMPLOYMENT AGREEMENT




This Amended and Restated Management Employment Agreement (the “Agreement”) is hereby entered into
effective March 1, 2010 between Joel Morganroth (hereinafter known as “Employee”) and
eResearchTechnology, Inc. (together with its affiliated corporations hereinafter known as the
“Company”) and having its principal offices at 1818 Market Street, Philadelphia, PA 19103.



In consideration of the mutual covenants contained herein, and intending to be legally bound, the
Employee and the Company agree as follows:




	1.	 	DUTIES AND RESPONSIBILITIES






Employee agrees to hold the position of Chief Scientist and shall be directly
responsible to the CEO. Employee’s duties shall include representing the Company on
all scientific issues relating to its operations, marketing, sales and external
communications, including promotion of the Company’s scientific medical
capabilities, interfacing with the Company’s business development personnel through
interaction with clients or prospective clients regarding the proper use of the
Company’s services and training cardiologists to perform consulting services for the
Company’s ERT Consulting Group. Employee also agrees to provide medical
interpretation for diagnostic tests as such reading is from time to time required.
Employee shall also agree to serve without additional compensation as a director and
Chairman of the Company’s Board of Directors if so elected.




	2.	 	BEST EFFORTS






Employee agrees to devote his best efforts to his employment with the Company.




	3.	 	ETHICAL CONDUCT






Employee will conduct himself 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 for a period of one year, commencing March 1, 2010 and will
continue from year to year unless terminated.


 


 









 






	5.	 	COMPENSATION






	 	a.	 	Salary shall be $475,000/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.	 	This position qualifies for the Company’s executive bonus plan. Employee shall
have a bonus opportunity as determined by the Board or Compensation Committee in an
amount not to exceed 50% of his base salary, which bonus opportunity shall be subject
to adjustment for each year of this Agreement.






	 	c.	 	Benefits shall be the standard benefits of the Company as they shall exist from
time to time; provided, however, that Employee waives any right to receive or
participate in the Company’s medical, dental and vision insurance benefits and the
Company’s 401k Plan.






	 	d.	 	Employee is eligible to receive grants of equity awards at the discretion of
the Compensation Committee of the Board of Directors. All such equity awards currently
held by the employee are a direct result of prior employment with the Company or its
affiliated companies.






	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 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 duties.




	7.	 	BUSINESS INTERFERENCE; NONCOMPETITION






	 	a.	 	During employment with the Company and for a period of two years (the
“Restrictive Period”) thereafter (regardless of the reason for termination) Employee
agrees he will not, directly or indirectly, in any way for his 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 or 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






	 	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 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 therefore 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 that the only discoveries, improvements and other inventions
made prior to the date hereof which have not been filed in the United States Patent
Office are attached as Exhibit A.




	10.	 	NO CURRENT CONFLICT






Employee hereby assures the Company that he 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, the Employee shall
have been absent from his 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 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 commitments, duties or obligations under this Agreement; (iii) embezzles or
converts to his own use any funds of the Company or its Affiliates or any business
opportunity of the Company of its Affiliates; (iv) destroys or converts to his own use
any property of
the Company or its Affiliates, 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.






	 	d.	 	Upon any termination of this Agreement, the Company shall have no further
obligation to Employee other than for Annual Salary 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 severance equal to 100% of his then-current annual salary
hereunder and applicable pro-rated bonus, if any, based on 100% performance, payable in
one lump sum in accordance with the Company’s policy. The Company must give the
Employee written notice of the Employee’s breach under sections 11.c.(i.), 11.c.(ii),
and 11.c.(vii) and 15 days to cure before the Employee is given notice of termination
as required under Section 11.a.




 


 









 











	 	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 100% of his then-current salary and
applicable prorated bonus, based on 100% performance, payable in one lump sum in
accordance with the Company’s policy and (ii) 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. In addition, upon the first occurrence of a Trigger
Event, any restrictions with respect to any restricted stock or restricted stock units
granted to the Employee under the Company’s equity incentive plans shall lapse and any
conditions applicable to any long-term performance award or performance shares granted
to the Employee under such plans shall be terminated.






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 within 12 months after the
occurrence of the Change of Control or (ii) the Employee resigns his employment
within six months 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 either
reduces the responsibilities, authority or compensation for such position or changes
its location within such six-month period.




The term “Change of Control”, as utilized herein, shall mean a change in the
ownership or effective control of the Company or a change in the ownership of a
substantial portion of the Company’s assets, in each case within the meaning of
Treasury Regulation §1.409A-3(i)(5). The foregoing generally includes:




	 	(i)	 	the acquisition of stock of the Company by any
person or persons acting as a group that results in such person or
group holding more than 50% of the stock of the Company by market value
or voting power;
	 
	 	(ii)	 	the acquisition of stock of the Company by any
person or persons acting as a group within any 12-month period
representing at least 30% of the voting power of the Company’s stock;
	 
	 	(iii)	 	the election or appointment as director
representing a majority of the Company’s Board of Directors of persons
not endorsed by a majority of the members of the Company’s Board of
Directors prior to their respective election or appointment; or
	 
	 	(iv)	 	the acquisition of assets of the Company by any
person or persons acting as a group within any 12-month period
representing at least 40% of the total gross fair market value of all
assets of the Company immediately prior to such acquisition.




 


 









 











Notwithstanding the foregoing, no such transaction or series of transactions shall
be deemed a “Change of Control” for purposes of this Agreement unless it constitutes
a change in the ownership or effective control of the Company, or a change in the
ownership or substantial portion of the assets of the Company, within the meaning of
Treasury Regulation §1.409A-3(i)(5).




In order to implement the provisions of this Section 11, in connection with any
Change of Control, the Company shall, as a condition thereto: (i) either (a)
accelerate the vesting of all unvested stock options as of the date of the Change of
Control or (b) 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; (ii) cause the Buyer to assume all
other equity awards granted under the Company’s Amended and Restated 2003 Equity
Incentive Plan and held by the Employee immediately prior to the Change of Control;
and (iii) take or cause the Buyer to take all such actions as is necessary with
respect to equity awards held by the Employee on the date of the Change of Control,
upon the first occurrence of any Trigger Event, to cause all unvested options to
become exercisable, to cause all restrictions on any restricted stock or restricted
stock units to lapse and to cause all conditions applicable to any long-term
performance awards or performance shares to be terminated. The Company shall not
otherwise take any action that would cause any equity awards held by the Employee
that are not then exercisable or that are then subject to any restrictions or
conditions to terminate prior to the Change of Control or Trigger Event, as
otherwise permitted by the Company’s Amended and Restated 2003 Equity Incentive Plan
or as may be permitted by the Buyer’s stock option plan, respectively.




	12.	 	MISCELLANEOUS






	 	a.	 	This Agreement and any disputes arising here from 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 1818 Market Street, Suite 1000,
Philadelphia, PA 19103 Attn: President and if to the Employee, at the address of his
personal residence as maintained in the Company’s records.





	 	 	 	 	 	 	 
	 	 	eResearchTechnology, Inc.	 	 
	 
	 	 	 	 	 	 
	/s/ Joel Morganroth, MD
 

Joel Morganroth

	 	By: 
	 	/s/ Michael McKelvey
 

Name: Michael McKelvey
	 	 
	 

	 	 	 	Title:  CEO	 	 
	 
	 	 	 	 	 	 
	Date: March 17, 2010	 	Date: March 17, 2010