Exhibit 10.56






EXHIBIT 10.56




Amendment No. 1 to

Management Employment Agreement




This Amendment No. 1 to Management Employment Agreement (the “Amendment”) is hereby entered
into between Keith D. Schneck (hereinafter known as the “Employee”) and eResearchTechnology, Inc.
(together with its affiliated corporations hereinafter known as the “Company”).



Background




The Employee and the Company are parties to a Management Employment Agreement effective July
28, 2008 (the “Current Agreement”). The parties desire to amend the Current Agreement as set forth
herein.



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and intending to be legally bound, the parties agree as follows:



1. Section 11(e) of the Current Agreement is amended and restated to read in its entirety as
follows:




	 	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 annual salary and applicable bonus (calculated assuming 100%
achievement and pro rated based on the number of days elapsed during the year
prior to the date on which the termination of employment occurred), payable in
one lump sum (ii) continuation of Benefits (as hereafter defined), subject to
applicable benefit plan provisions, for one year (or, if earlier, until such
time as Employee shall have obtained new employment with benefits substantially
comparable to the Benefits); and (iii) accelerated vesting of all stock
options, such that all stock options held by Employee immediately prior to the
date of 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 “Benefits” as utilized in this Section 11, shall mean standard
health, dental and vision benefits through COBRA continuation if elected,
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
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).


 


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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: (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.



2. Except as expressly amended hereby, all of the terms and provisions of the Current
Agreement shall remain in full force and effect.



IN WITNESS WHEREOF, the undersigned have executed this Amendment this 17th day of March, 2010.



	 	 	 	 	 	 	 
	 	 	eResearchTechnology, Inc.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael McKelvey
 

Michael McKelvey
	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Keith D. Schneck
	 	 	   
	 	 	Keith D. Schneck






 


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