-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QkPA2u4RcblNFoauWHNcAwVnJjmCUk/OlwQSGHZ6Asb/w3/0ktGu4JPJgilFuyUt lGjE9qKdM8jMCZqLw1X6jA== 0001193125-09-117440.txt : 20090522 0001193125-09-117440.hdr.sgml : 20090522 20090522142217 ACCESSION NUMBER: 0001193125-09-117440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090519 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090522 DATE AS OF CHANGE: 20090522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACEUTICAL PRODUCT DEVELOPMENT INC CENTRAL INDEX KEY: 0001003124 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561640186 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27570 FILM NUMBER: 09848726 BUSINESS ADDRESS: STREET 1: 929 NORTH FRONT STREET CITY: WILMINGTON STATE: NC ZIP: 28401 BUSINESS PHONE: 9102510081 MAIL ADDRESS: STREET 1: 929 NORTH FRONT STREET CITY: WILMINGTON STATE: NC ZIP: 28401 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 19, 2009

 

 

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)

 

 

North Carolina

(State or other jurisdiction of incorporation)

 

0-27570   56-1640186
(Commission File Number)   (IRS Employer ID Number)

929 North Front Street, Wilmington, North Carolina 28401

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (910) 251-0081

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨  

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement with Certain Officers.

(b) On May 19, 2009, the Company announced that, effective July 1, 2009, its Chief Executive Officer, Fredric N. Eshelman, will assume the position of Executive Chairman of the Board of Directors and no longer will act as Chief Executive Officer of the Company. Dr. Eshelman’s employment will be governed by his current employment agreement, which will be amended and restated to reflect the change in Dr. Eshelman’s title. Details of the amendments to Dr. Eshelman’s employment agreement are provided below.

(c) On May 19, 2009, the Company announced that it has named General David L. Grange as its Chief Executive Officer, effective July 1, 2009. General Grange’s employment will be governed by an employment and other related agreements between him and the Company. The employment agreement will have an initial term of two years.

General Grange has been a director of the Company since October 2003 and will remain on the Board. Prior to his employment by the Company, General Grange spent 10 years with the McCormick Foundation, a non-profit organization established as a charitable trust in 1955 with more than $1 billion in assets. He most recently served as the Chief Executive Officer of the Foundation, having previously held the positions of Executive Vice President and Chief Operating Officer. Among his many contributions, he spearheaded the opening of the McCormick Freedom Museum, oversaw major expansion and improvements at Cantigny Park in Wheaton, Illinois, and led the development of a new Veterans Programs initiative for the Foundation, including Welcome Back Veterans, a partnership with Major League Baseball, and Operation Healing Freedom, a collaboration with private equity firms and the financial community.

General Grange’s annual base salary will initially be $575,000. He will be granted 50,000 shares of restricted stock and nonqualified stock options to purchase 200,000 shares of Company common stock, both of which will vest equally over four years. General Grange will also be entitled to use Company aircraft for up to 17,500 miles in 2009 and for up to 35,000 miles in calendar years thereafter subject to the Company’s aircraft policy. PPD will reimburse General Grange for relocation costs, and pay him a $430,000 sign-on bonus, but if he quits or is terminated for cause within six months of hire he must repay 100% of these amounts, or 75% if between six and 12 months, 50% if between 12 and 18 months and 25% if between 18 and 24 months. General Grange will be paid the sign-on bonus in lieu of participating in the Company’s Incentive Compensation Plan for calendar year 2009. For calendar year 2010 and thereafter, General Grange will be entitled to participate in the Company’s Equity Compensation Plan.

In the event the Company terminates General Grange’s employment, he will be paid the accrued base salary through the date of termination or expiration, and be provided such benefits as required by law. The Company also entered into a severance agreement with General Grange. The severance agreement provides him, in the event of termination without cause or constructive termination, in each case following a change of control, with a lump sum payment equal to three times the sum of his base salary during the 12-month period leading up to his termination and the greater of his target bonus under the Company’s incentive cash bonus plan immediately prior to

 

2


the termination date or the average of the cash bonuses received in the 24-month period leading up to termination.

The description of the employment agreement set forth above is not complete and is qualified in its entirety by reference to the agreement, which is attached as Exhibit 10.266 to this report and is incorporated by reference.

General Grange is 61 years old and has no familial relationships with any executive officer or director of the Company. Other than his employment by the Company, there have been no transactions in which the Company has participated and in which he had a direct or indirect material interest involving in excess of $120,000 since January 1, 2008, the beginning of the Company’s last completed fiscal year.

(e) On May 19, 2009, the Company entered into an amended and restated employment agreement, effective July 1, 2009, with its current Chief Executive Officer, Fredric N. Eshelman. The only material amendments to Dr. Eshelman’s current employment agreement are to reflect his new title and duties and his current salary of $740,000 and to remove the non-compete and non-disclosure provisions because they are part of separate agreements between PPD and Dr. Eshelman.

All other terms of Dr. Eshelman’s current employment agreement will remain the same. The non-compete and non-disclosure provisions of Dr. Eshelman’s former employment agreement are now contained in separate agreements in the Company’s customary forms and are the same as the prior provisions.

The description of the employment agreement set forth above is not complete and is qualified in its entirety by reference to the agreement, which is attached as Exhibit 10.267 to this report and is incorporated by reference.

Effective May 19, 2009, the Company adopted an amended and restated corporate aircraft policy. The only material changes to the current aircraft policy are the addition of the offices of Executive Chairman of the Board and Lead Independent Director to the list of those entitled to personal use of the aircraft and changes in the annual mileage limits on personal use. The net effect of these changes was a reduction in the aggregate amount of personal aircraft use.

All other terms of the Company’s current aircraft policy remain the same.

 

Item 7.01. Regulation FD Disclosure.

The Company is furnishing as Exhibit 99.1 to this Form 8-K a press release, dated May 19, 2009, announcing Dr. Eshelman’s new role and General Grange’s employment with the Company. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

3


Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

10.266 *   Employment Agreement dated May 19, 2009 and effective as of July 1, 2009, between Pharmaceutical Product Development, Inc. and David L. Grange.
10.267   Amended and Restated Employment Agreement, dated as of May 19, 2009 and effective as of July 1, 2009, between Pharmaceutical Product Development, Inc. and Fred N. Eshelman.
10.268   Corporate Aircraft Policy Amended and Restated May 19, 2009.
99.1**   Press release to announce employment of David L. Grange, dated May 19, 2009.

 

* The registrant has requested confidential treatment with respect to certain portions of this exhibit. Such portions have been omitted from this exhibit and filed separately with the U.S. Securities and Exchange Commission.
** Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

4


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
Date: May 22, 2009    
   

/s/ Daniel G. Darazsdi

    Daniel G. Darazsdi,
    Chief Financial Officer

 

5

EX-10.266 2 dex10266.htm EMPLOYMENT AGREEMENT Employment Agreement

Exhibit 10.266

Portions of this exhibit marked [*] are requested to be treated confidentially.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into on this 19th day of May, 2009 (the “Effective Date”), by and between Pharmaceutical Product Development, Inc., a North Carolina corporation (the “Company”), with a mailing address for notice purposes of 929 North Front Street, Wilmington, North Carolina 28401, Attention: Executive Chairman of the Board, and David L. Grange (“Employee”), an individual whose mailing address for notice purposes is 929 North Front Street, Wilmington, North Carolina 28401.

RECITALS

A. The Company is a clinical research organization engaged in the business of providing drug discovery and development services to pharmaceutical, biotechnology, medical device, government and academic organizations throughout the world (the “Business”).

B. The Company desires to employ Employee and Employee desires to be employed by the Company, all upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

EMPLOYMENT AND DUTIES

1.1 Employment of Employee. On the Effective Date, the Company agrees to employ Employee and Employee accepts such employment pursuant and subject to the terms and conditions of this Agreement.

1.2. Duties and Powers. During the Employment Period (as defined herein), Employee shall serve as Chief Executive Officer of the Company and will have such responsibilities, duties and authority, and will render such services for and in connection with the Company and its affiliates as are customary in such position and as the Executive Chairman or the Board of Directors of the Company (the “Board”) shall from time to time reasonably direct. Employee shall devote Employee’s full business time and attention exclusively to the Business of the Company and shall use best efforts to faithfully carry out Employee’s duties and responsibilities hereunder. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to time, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement.


ARTICLE 2

TERM OF EMPLOYMENT

Unless sooner terminated as provided elsewhere in this Agreement, Employee’s employment under this Agreement shall begin on July 1, 2009 and end at 11:59 p.m. Eastern Time on June 30, 2011 (“Initial Employment Period”). Thereafter, this Agreement shall automatically renew for successive one-year periods, unless either the Company or Employee provides written notice to the other at least sixty (60) days prior to the termination of the Initial Employment Period or any renewal period stating said party’s desire to terminate this Agreement. The Initial Employment Period and any extension or renewal thereof shall be referred to herein together as the “Employment Period”. Notwithstanding anything to the contrary contained herein, the Employment Period is subject to termination pursuant to Article 4 hereof.

ARTICLE 3

COMPENSATION AND BENEFITS

3.1 Base Salary. The Company will pay Employee an annual base salary at a rate of $575,000 per annum (the “Base Salary”), payable in accordance with the Company’s regular payroll policy for salaried employees. The Base Salary of Employee may be subject to increase annually during the Employment Period by the Company. If the Employment Period is terminated pursuant to Article 4 hereof or is otherwise shorter than a full contract year, then the Base Salary for any partial year will be prorated based on the number of days elapsed in such year during which services were actually performed by Employee.

3.2 Sign-On Bonus. Contemporaneously with the execution of this Agreement, the Company will pay Employee a one-time bonus of $430,000 in cash in accordance with the terms of a separate sign-on bonus agreement to be entered into simultaneously with this Agreement.

3.3 Benefits.

a. During the Employment Period, Employee shall be eligible to participate in and/or receive benefits under the health insurance, group term life/AD&D, short and long-term disability, retirement, paid-time off and other plans maintained from time to time by the Company, subject in each instance to Employee meeting all eligibility and qualification requirements of such plans. During the Employment Period, Employee shall be entitled to twenty-seven (27) days of paid-time-off, subject to the provisions of the Handbook.

b. In addition to the benefits provided in (a) above, except as provided below, during the Employment Period, Employee shall be entitled to participate in (i) the employee incentive compensation plan maintained for employees of the Company, as the same may be amended from time to time (the “Incentive Compensation Plan”), and (ii) the 1995 Equity Compensation Plan maintained by PPD, as the same has been and may be amended from time to time, or any successor plan (the “ECP”), subject


in each instance to Employee meeting all eligibility and qualification requirements of such plans. For the calendar year 2009, Employee shall not participate in or receive any compensation under the Incentive Compensation Plan.

3.4 Initial Stock Option Grant. The Company shall grant to Employee on the first day of the Initial Employment Period non-qualified options to purchase 200,000 shares of PPD’s common stock. Said stock options shall be granted under the terms and conditions of the ECP and subject to Employee’s execution or acceptance of all documents, terms and conditions customarily required by PPD to effectuate the grant of stock options. In addition to the other terms and conditions of the ECP and the Stock Option Award Agreement, said stock options shall be subject to a four-year linear vesting schedule and will be priced based on the Nasdaq closing price on the first day of the Initial Employment Period.

3.5 Restricted Stock Grant. The Company shall grant to Employee on the first day of the Initial Employment Period a restricted stock award for 50,000 shares of PPD’s common stock. Said restricted stock award shall be granted under the terms and conditions of the ECP and the Company’s standard Restricted Stock Award Agreement to be entered into by PPD and Employee. In addition to the other terms and conditions of the ECP and the Restricted Stock Award Agreement, said restricted stock award shall be subject to a four-year linear vesting schedule.

3.6 Expenses. The Company will reimburse Employee, in accordance with and subject to Employee’s compliance with the Company’s policy, for Employee’s necessary and reasonable out-of-pocket expenses incurred in the course of performance of Employee’s duties hereunder. All reimbursement of expenses to Employee hereunder shall be conditioned upon presentation of sufficient documentation evidencing such expenses.

3.7 Working Facilities. Employee shall work out of the Company’s worldwide headquarters located in Wilmington, North Carolina. The Company shall furnish Employee with such office space, equipment, technical, secretarial and clerical assistance and such other facilities, services and supplies as shall be reasonably necessary to enable Employee to perform the duties required of Employee hereunder in an efficient and professional manner.

3.8 Use of Aircraft. Employee shall be entitled to use the Company’s aircraft for personal use up to a maximum of 17,500 miles in calendar year 2009 and 35,000 miles in calendar years thereafter, or such other maximum amount as the Board may from time to time establish pursuant to the Company’s aircraft policy.


ARTICLE 4

TERMINATION OF EMPLOYMENT

4.1 Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events:

a. Upon the death of Employee, effective immediately on the date of death without any notice;

b. Upon a determination by the Executive Chairman of the Board, acting in good faith and not in an arbitrary or capricious manner, but made in his sole discretion, that Employee is unable due to a physical or mental disability to perform the essential functions of his job, with or without a reasonable accommodation, which disability continues for a period of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated to Employee or such later date as specified by the Chairman of the Board of the Company; or

c. Upon a determination by the Executive Chairman of the Board of the Company, acting in good faith but made in his sole discretion, that Employee: (i) has failed to substantially perform his duties under or otherwise breached any of the material terms of this Agreement; (ii) has demonstrated negligence or willful misconduct in the execution of his duties; or (iii) has been convicted of a felony; in each case effective upon the date said determination is communicated to Employee or such later date as specified by the Executive Chairman of the Board of PPD.

4.2 Compensation After Termination During Employment Period. If the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1 hereof or if either party terminates this Agreement pursuant to Article 2 hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. From and after such termination or expiration date, the Company shall continue to have all other rights available hereunder, including without limitation all rights under Article 5 hereof, the Proprietary Agreement (as defined below), the Non-Competition Agreement (as defined below), and at law or in equity.

ARTICLE 5

PROPRIETARY INFORMATION

Prior to or coincident with the commencement date of this Agreement, Employee shall execute and deliver to the Company (i) a Proprietary Information and Inventions Agreement substantially in the form attached hereto as Annex A (the “Proprietary Agreement”) and (ii) a Non-Competition and Non-Solicitation Agreement


substantially in the form attached hereto as Annex B (the “Non-Competition Agreement”).

ARTICLE 6

MISCELLANEOUS

6.1 Withholding Taxes. All amounts payable under this Agreement, whether such payment is to be made in cash or other property, shall be subject to applicable withholding requirements for Federal, state and local income taxes, employment and payroll taxes, and other legally required withholding taxes and contributions to the extent appropriate in the determination of the Company, and Employee shall report all such amounts as ordinary income on Employee’s personal income returns and for all other purposes.

6.2 Assignment. No party hereto may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party hereto; provided, however, that the Company shall have the right to assign all or any part of its rights and obligations under this Agreement (i) to any member, subsidiary or affiliate of the Company or any surviving entity following any merger or consolidation of any of those entities with any entity other than the Company, or (ii) in connection with the sale of the Business by the Company.

6.3 Binding Effect. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall be binding upon and inure to the benefit of the respective legal representatives, heirs, successors and permitted assigns of the parties hereto.

6.4 Entire Agreement. This Agreement, together with the Proprietary Agreement and the Non-Competition Agreement, sets forth the entire understanding of the parties and supersedes and preempts all prior oral or written understandings and agreements with respect to the subject matter hereof.

6.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

6.6 Amendment; Modification. No amendment or modification of this Agreement and no waiver by any party of the breach of any covenant contained herein shall be binding unless executed in writing by the party against whom enforcement of such amendment, modification or waiver is sought. No waiver shall be deemed a continuing waiver or a waiver in respect of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.


6.7 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina, without giving effect to provisions thereof regarding conflict of laws.

6.8 Arbitration. Except for disputes, controversies or claims under Article 5, the Proprietary Agreement and the Non-competition Agreement, any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to its existence, validity, interpretation, performance or non-performance, or breach, shall be decided by a single neutral arbitrator agreed upon by the parties hereto in Wilmington, North Carolina in binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association then in effect. The parties to any such arbitration shall be limited to the parties to this Agreement or any successor thereof. The written decision of the arbitrator shall be final and binding and may be entered and enforced in any court of competent jurisdiction. Each party waives any right to a jury trial in any such forum. Each party to the arbitration shall pay its fees and expenses, unless otherwise determined by the arbitrator.

6.9 Notices. All notices, demands or other communications to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by certified mail, return receipt requested and first class postage prepaid, or (d) sent by facsimile transmission followed by a confirmation copy delivered by a recognized overnight courier service the next day. Such notices, demands and other communications shall be sent to the address first set forth above, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of successful transmission), (ii) the date of receipt if sent by certified mail, or (iii) the date of receipt if sent by overnight courier.

6.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

6.11 Descriptive Heading; Interpretation. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

[Signature page follows]


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

COMPANY:       PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
    By:   

/s/ Fredric N. Eshelman

    Name:   

Fredric N. Eshelman

    Title:   

Chief Executive Officer

EMPLOYEE:    

/s/ David L. Grange

    David L. Grange


ANNEX A

PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

In consideration and as a condition of my employment by Pharmaceutical Product Development, Inc., a North Carolina corporation, or any affiliate, subsidiary, successor or assigns, as the case may be (collectively referred to herein as the “Company”), I hereby agree as follows:

1. “Proprietary Information” is information that was or is developed by, became or becomes known by, or was or is assigned or otherwise conveyed to the Company, and which has commercial value in the Company’s business. Proprietary Information includes, without limitation, trade secrets, financial information, product plans, customer lists, marketing plans and strategies, systems, manuals, forecasts and other business information, improvements, inventions, business strategies, business methods and practices, formulas, product ideas, biological material and techniques for their handling and use, chemical and/or information analysis and related products and data, computer programs and software, software designs and documentation, source codes, algorithms, techniques, schematics, know-how and data, and any other confidential or proprietary information of the Company or its customers or clients which I have been, or may be exposed to, or have learned or may learn of from time to time in connection with or as a result of my capacity as an employee of or consultant to the Company, including during the term of this Agreement. Proprietary Information shall not include information that is, through no improper action or inaction by me, generally available to the public. I understand that my employment creates a relationship of confidence and trust between me and the Company with respect to Proprietary Information of the Company or its customers which may be learned by me during the period of my employment.

2. In consideration of my employment by the Company and the compensation received by me from the Company from time to time, I hereby agree as follows:

(a) All Proprietary Information and all patents, copyrights, trade secret rights and other rights (including throughout, without limitation, any extensions, renewals, continuations or divisions of any of the foregoing) in connection therewith shall be the sole property of the Company. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information. At all times, both during my employment by the Company and after its termination, I will keep in confidence and trust and will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing my duties to the Company.

(b) In the event of the termination of my employment by me or by the Company for any reason, I shall return all documents, records, apparatus, equipment and other physical property, or any reproduction of such property, whether or not pertaining to Proprietary Information, furnished to me by the Company or produced by myself or others


in connection with my employment, to the Company immediately as and when requested by the Company.

(c) I will promptly disclose to the Company, or any persons designated by it, all “Inventions”, which includes all improvements, inventions, formulas, ideas, works of authorship, processes, computer programs and software, software designs and documentation, algorithms, techniques, schematics, know-how data, whether or not patentable, made or conceived or reduced to practice or developed by me, either alone or jointly with others, during the term of my employment and for six (6) months thereafter. To the extent the Company does not have rights therein hereunder, such disclosure shall be received by the Company in confidence and does not extend the assignment made in Section (d) below.

(d) I agree that all Inventions which I make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) during my employment shall be the sole property of the Company to the maximum extent permitted by law, and, to the extent permitted by law, shall be “works made for hire”. The Company shall be the sole owner of all patents, copyrights, trade secret rights, and other intellectual property or other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in such Inventions. I agree to perform, during and after my employment, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in obtaining and enforcing patents, copyrights, trade secret rights or other rights on such Inventions and/or any other Inventions I have or may at any time assign to the Company in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. With respect to any and all matters arising out of or relating to my employment or consultancy with the Company, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents, as my agents and attorneys-in-fact to act for and in my behalf and instead of me, to execute and file any applications or related filings and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trade secret rights or other rights thereon with the same legal force and effect as if executed by me.

(e) I attach hereto a complete list of all Inventions or improvements to which I claim ownership and/or that I desire to remove from the operation of this Agreement, and I covenant that such list is complete. If no such list is attached to this Agreement I represent that I have no such Inventions and improvements at the time of signing this Agreement. I understand that any such list shall not contain information that breaches an obligation of confidentiality with a former employer.

(f) I represent that my performance of all the terms of this Agreement will not breach any agreement or obligation to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith or in conflict with my employment with the Company.


3. The Company agrees that it will not request as part of my employment that I divulge or make use of proprietary information of any of my former employers that has commercial value to the former employer who developed such information.

4. I acknowledge that in the event of my breach or threatened breach of the terms of this Agreement, the Company shall not have an adequate remedy at law and shall, in addition to any other available rights and remedies, have the right to obtain injunctive relief, including without limitation specific performance.

5. This Agreement shall be effective as of the first day of my employment by the Company, and shall be binding upon me, my heirs, executors, assigns, and administrators, and shall inure to the benefit of the Company and any current and future affiliates, subsidiaries, successors and assigns. This Agreement supersedes any agreement which may have been previously made or executed by me relating to this matter. This Agreement shall be governed by the laws of the State of North Carolina (exclusive of conflicts of law provisions), which shall be the venue for resolution of any dispute related to this Agreement. This Agreement or any part thereof shall not be modified, amended, or waived except by the written consent of the Company.

Dated: May 19, 2009

 

       

/s/ David L. Grange

  Name:   David L. Grange

Accepted and Agreed to:

 

    Company
  By:  

/s/ Fredric N. Eshelman

  Name:   Fredric N. Eshelman
  Title:   Chief Executive Officer


ANNEX B

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS AGREEMENT is made and entered into this     day of May, 2009, by and between Pharmaceutical Product Development, Inc., a North Carolina corporation, having its principal place of business at 929 North Front Street, Wilmington, NC 28401, and David L. Grange, an individual whose address for notice purposes is 8316 Bald Eagle Lane, Wilmington, North Carolina 28405 (herein referred to as “Employee”).

RECITALS

A. Pharmaceutical Product Development, Inc., through itself, its subsidiaries, affiliates, successors and assigns (herein, collective referred to as “PPD”), is a clinical research organization engaged in the business of providing a wide-range of drug discovery and development services to pharmaceutical, biotechnology, medical device, government and academic organizations throughout the world (herein the “Business”).

B. Employee will perform a highly responsible role in PPD’s organization, have specialized knowledge of PPD’s trade secrets and proprietary information, and have contact with or knowledge of PPD’s clients and customers.

C. PPD and Employee agree that because of the information and relationships to which Employee will be exposed during the course of Employee’s employment with PPD, it would be harmful to PPD for Employee to compete with PPD or solicit its clients, customers or employees in the manner prohibited by this Agreement and that PPD has a legitimate business interest in protecting itself from such competition and solicitation.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained and other valuable consideration detailed below, the parties agree as follows:

1. Restrictive Covenants. In order to protect, among other things, PPD’s interests and investments in its trade secrets and proprietary information, its relationship with its customers, clients, employees and contractors, and its goodwill, Employee agrees to the following covenants and restrictions:

1.1 Non-Competition Agreement. During the term of Employee’s employment with PPD and, for a period of [*] following termination of that employment, Employee will not, directly or indirectly, participate in or engage in any business or activity which is in competition with the Business of PPD in the Territory (as defined below), whether as an individual on his or her account or as an employee, consultant, contractor, officer, director, shareholder, partner, member, joint venturer, representative, agent or equity owner of any business entity. Notwithstanding the

 

[*] Confidential treatment requested.


foregoing, Employee shall be allowed to work for a pharmaceutical, biotechnology or medical device company or entity that is not a clinical research organization or that does not otherwise provide drug discovery or development services to third parties on a fee-for-service basis.

1.2 Non-Solicitation of Customers. During Employee’s employment with PPD and for a period of [*] following termination of that employment, Employee will not, directly or indirectly, (a) solicit the business of any person, firm, corporation, partnership, limited liability company, trust or other business entity which is a customer of PPD or which was a customer of PPD at any time during Employee’s employment with PPD, (b) in any other manner persuade or attempt to persuade any such person, firm, corporation, partnership, limited liability company, trust or other business entity to discontinue or alter its business relationship with PPD, or (c) otherwise solicit for a competitive purpose or interfere with PPD’s relationship with any such person, firm, corporation, partnership, limited liability company, trust or other business entity.

1.3 Non-Solicitation of Employees. During the Employee’s employment with PPD, and for a period of [*] following termination of that employment, Employee shall not, directly or indirectly, in any manner, (a) solicit, hire, or offer to hire any employee or contractor of PPD while that person is employed or engaged by PPD and for [*] after the termination of that person’s employment or engagement with PPD, or (b) otherwise encourage or induce any such employee or contractor to discontinue his or her relationship with PPD.

2. Consideration. PPD and Employee acknowledge that Employee has received good and valuable consideration for Employee’s commitment to be bound by the restrictions set forth in this Agreement, which consideration includes, but is not limited to Employee’s initial employment with PPD and all of the compensation and other benefits therewith.

3. Territory. The restrictions contained in this Agreement apply to all areas of the world in which PPD conducts or engages in the Business (herein the “Territory”). Employee acknowledges that, because PPD is engaged in the Business world-wide, the Territory must be so broadly defined.

4. Remedies. Employee acknowledges and agrees that the covenants set forth in this Agreement are reasonable and necessary for the protection of PPD’s legitimate business interests, that irreparable injury will result to PPD if Employee breaches any of the terms of this Agreement and that, in the event Employee breaches or threatens to breach any provision of this Agreement, PPD will have no adequate remedy at law. Employee accordingly agrees that in the event Employee breaches or threatens to breach any of the covenants set forth herein, PPD shall be entitled to immediate, temporary and permanent injunctive or other equitable relief without bond and without the necessity of showing actual money damages, subject to a hearing as soon as possible. Employee further agrees that PPD shall also be entitled to pursue, separately or

 

[*] Confidential treatment requested.


concurrently, any other remedies available for such breach by Employee, including the recovery of any damages it is able to prove. In the event Employee breaches any of the restrictions set forth herein, the time period during when the restrictions apply shall be extended for the period of the breach.

5. Limitations on Enforcement. Employee agrees that, if a court of competent jurisdiction determines, contrary to the Agreement of the parties, that any portion of this Agreement is unreasonable, invalid, overbroad or unenforceable, the remainder of the Agreement shall be given full effect without regard to the invalid provisions and PPD may enforce the covenant as to any lesser area, activity or time period which is deemed by the court to be reasonable and enforceable under applicable law. In this regard, the covenants shall be divisible as to activity, time and geographic area with each month deemed to be a separate period of time and each state and country, or part thereof, deemed to be a separate geographic area. Employee further agrees that PPD may, at its option, seek to enforce the covenant as to any lesser area, activity or time period which PPD deems appropriate.

6. Effect of Termination. Employee agrees that the terms of this Agreement shall be enforceable against the Employee regardless of the basis of Employee’s termination, whether voluntary or involuntary and with or without cause. Employee further agrees that the existence of a claim by Employee against PPD, whether predicated on Employee’s termination, this Agreement or otherwise, shall not constitute a defense to enforcement of the restrictions contained herein. Notwithstanding the foregoing, in the event PPD terminates Employee’s employment due to a reduction in force or layoff in connection with the discontinuation or cessation of a business line, unit, function or department, PPD shall not enforce Section 1.1 of the Agreement.

7. Notification. Employee authorizes PPD to notify others, including but not limited to, PPD’s customers and any future employer of Employee concerning the terms of this Agreement and Employee’s responsibility hereunder.

8. Jurisdiction and Venue. The parties agree that the federal or state courts sitting in Wilmington, North Carolina, shall be the exclusive jurisdiction to enforce the covenants set forth in this Agreement and to resolve any disputes or controversies under this Agreement. Employee consents to personal jurisdiction and venue in either of said courts, and waives any claims or defenses based on improper venue or jurisdiction.

9. Attorneys’ Fees and Costs. Employee agrees that, in the event Employee breaches or threatens to breach any of the provisions of this Agreement, PPD shall be entitled to recover from Employee all expenses incurred by it in enforcing the terms of this Agreement, including, but not limited to, its reasonable attorneys’ fees and costs.

10. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of North Carolina.


11. Severability. If any of the provisions of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to be valid and enforceable.

12. Modification. This Agreement cannot be altered, amended, or modified in any respect, except by a writing duly executed by the parties.

13. Waiver. PPD’s waiver of any violation of this Agreement or failure to enforce any provision of this Agreement shall not constitute a waiver of PPD’s rights with respect to other or future violations of this Agreement. Any waiver must be in a writing signed by PPD.

14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, successors and assigns.

15. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the matters set forth herein and supersedes all previous negotiations and discussions, agreements and understandings regarding such matters, with the exception of Employee’s Proprietary Information and Inventions Agreement and any employment agreement to which Employee and PPD are parties. In the event of any conflict between this Agreement and any other PPD agreements, the terms of the agreement which are most restrictive shall control. It is understood that this Agreement does not constitute an express or implied employment contract for any definite period of time and that, absent a written agreement between PPD and Employee, Employee’s employment with PPD is “at will” meaning that either PPD or Employee can end the employment relationship at any time, with or without cause.

16. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the date set forth herein.

 

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
By:  

/s/ Fredric N. Eshelman

Name:  

Fredric N. Eshelman

Title:  

Chief Executive Officer

/s/ David L. Grange

David L. Grange, Employee
EX-10.267 3 dex10267.htm AMENDED AND RESTATED EMPLOYMENT AGREEMENT Amended and Restated Employment Agreement

Exhibit 10.267

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (hereinafter the “Agreement”), made this 19th day of May, 2009, to be effective as of July 1, 2009 (the “Effective Date”) by and between Pharmaceutical Product Development, Inc., a North Carolina corporation (hereinafter “PPD”), and Fredric N. Eshelman (hereinafter “Employee”).

RECITALS:

WHEREAS, PPD and Employee are parties to that certain Employment Agreement dated June 17, 1997 (the “Original Agreement”); and

WHEREAS, the Board of Directors of PPD has appointed Employee to the position of Executive Chairman of the Board of Directors of PPD effective July 1, 2009; and

WHEREAS, PPD and Employee now desires to amend and restate the Original Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and considerations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Employment. Effective on the Effective Date, PPD hereby employs Employee and Employee hereby accepts such employment on a full time basis as Executive Chairman of the Board of Directors (“Executive Chairman”) of PPD upon the terms and conditions hereinafter set forth.

2. Term. The term of this Agreement shall be for one year, beginning July 1, 2009 and ending July 1, 2010, unless sooner terminated as provided herein. Thereafter, this Agreement shall be automatically renewed for successive one-year terms upon the terms and conditions herein set forth and subject to salary adjustments as provided for in paragraphs 3 and 7 below, unless either party gives notice as herein provided to the other of said party’s intent not renew this Agreement not less than 60 days prior to the expiration of the one-year term then in effect.

3. Salary. For all services rendered by Employee under this Agreement, PPD shall pay to employee an annual salary of $740,000.00 for the initial one-year term hereof. Salary for any successive one-year terms shall be agreed upon not less than 75 days before commencement of each one-year term unless such a requirement is waived by the parties.


4. Duties. Employee shall have overall responsibility for and decision making authority necessary to fulfill his duties as Executive Chairman. Employee’s duties shall include but not be limited to (a) providing and overseeing implementation of strategic direction to PPD, (b) supervising PPD’s Chief Executive Officer, (c) overseeing PPD’s senior executive management team, and (d) such other duties as may be reasonably assigned from time to time by PPD’s Board of Directors. Employee shall carry out his duties and responsibilities under the general supervision of PPD’s Board of Directors. Employee shall undertake such travel as required to perform the duties prescribed herein. During the term of this Agreement, Employee shall devote substantially all of his working time, attention and energies to the business of PPD.

5. Working Facilities. PPD shall furnish Employee with office space, equipment, technical, secretarial and clerical assistance and such other facilities, services, support and supplies as may be reasonably needed to perform the duties herein prescribed in an efficient and professional manner.

6. Termination. Notwithstanding any other provision of this Agreement, PPD may terminate Employee’s employment hereunder upon the occurrence of any of the following events:

a. Death of Employee.

b. A determination by the Board of Directors of PPD, acting in good faith but made in the sole discretion of the Board of Directors, that Employee has failed to substantially perform his duties under this Agreement.

c. A determination by the Board of Directors of PPD, acting in good faith but made in the sole discretion of the Board of Directors, that Employee (i) has become physically or mentally incapacitated and is unable to perform his duties under this Agreement as a result of such disability, which inability continues for a period of ninety (90) consecutive calendar days, (ii) has breached any of the material terms of this Agreement, (iii) has demonstrated gross negligence or willful misconduct in the execution of his duties, or (iv) has been convicted of a felony.

Employee may voluntarily terminate this Agreement upon thirty (30) days written notice if his duties hereunder are substantially reduced or his compensation is significantly reduced, in which case he shall be paid his base salary for a period of twelve months after the date of termination.

7. Benefits. During the term thereof, Employee shall be entitled to participate in all benefits provided by PPD to its employees generally, including but not limited to health insurance, disability insurance and retirement plans, all of which are currently provided to employees of PPD, subject to the eligibility requirements of any plan(s) establishing same. Employee shall be subject to PPD’s policies applicable to other executive employees of PPD with respect to periodic reviews and increases in


salary, and shall be considered for and eligible to participate in benefits, if any, provided generally by PPD to its executive employees, including but not limited to the issuance of stock options and equity awards under PPD’s 1995 Equity Compensation Plan and cash bonuses pursuant to PPD’s Employee Incentive Compensation Plan, as such Plans are amended from time to time. For 2009, Employee’s bonus range and target bonus will equal the bonus range and target set by category I of the Employee Incentive Compensation Plan. Employee shall be entitled to six weeks paid vacation during each one-year term hereof.

8. Expenses. PPD shall pay all expenses of Employee which are directly related to Employee’s duties hereunder.

9. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be altered or amended except by agreement in writing signed by the parties.

10. Waiver of Breach. Waiver by either party of a breach of any provision of this Agreement by the other party shall not operate as a waiver of any subsequent breach by the other party. No waiver shall be valid unless in writing and signed by the party against whom the waiver is sought.

11. Severability. If any portion of this Agreement shall be declared invalid by a court of competent jurisdiction, the remaining portion shall continue in full force and effect as if this Agreement has been executed with the invalid portion eliminated and this Agreement shall be so construed.

12. Benefit. This Agreement shall inure to the benefit of and be binding upon PPD, its successors and assigns, and Employee, his heirs, successors, assigns and personal representatives.

13. Applicable Law. This Agreement shall be governed by the laws of the State of North Carolina.

14. Assignment. Neither party hereto may assign said party’s rights or obligations hereunder without the prior written consent of the other.

15. Notice. Any notice required or permitted hereunder shall be delivered in person or mailed certified mail, return receipt requested, to either party at PPD’s principal office in Wilmington, North Carolina and shall be deemed received when actually received. Any notice from Employee to PPD shall be addressed to the Lead Independent Director of the Board of Directors, with a copy to the General Counsel of PPD.

16. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to any breach, or as to its existence,


validity, interpretation, performance or non-performance, breach or damages, including claims in tort, shall be decided by a single neutral arbitrator in Wilmington, North Carolina in binding arbitration pursuant to the commercial Arbitration Rules of the American Arbitration Association then in effect. The parties to any such arbitration shall be limited to the parties to this Agreement or any successor thereof. The arbitration shall be conducted in accordance with the procedural laws of the United States Federal Arbitration Act, as amended. The written decision of the arbitrator shall be final and binding, and may be entered and enforced in any court of competent jurisdiction and each party specifically acknowledges and agrees to waive any right to a jury trial in any such forum. Each party to the arbitration shall pay its fees and expenses, unless otherwise determined by the arbitrator.

17. Amendment; Modification. No amendment or modification of this Agreement and no waiver by any party of the breach of any covenant contained herein shall be binding unless executed in writing by party against whom enforcement of such amendment, modification or waiver is sought. No waiver shall be deemed a continuing waiver or a waiver in respect of any subsequent breach or deferral, either of a similar or different nature, unless expressly so stated in writing.

18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.

19. Descriptive Headings: Interpretation. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first hereinabove set forth.

 

PPD     PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
    By:  

/s/ B. Judd Hartman

    Title:  

General Counsel

EMPLOYEE    

/s/ Fredric N. Eshelman

  (SEAL)
    Fredric N. Eshelman
EX-10.268 4 dex10268.htm CORPORATE AIRCRAFT POLICY AMENDED AND RESTATED Corporate Aircraft Policy Amended and Restated

Exhibit 10.268

Pharmaceutical Product Development, Inc.

Corporate Aircraft Policy

Amended and Restated May 19, 2009

Policy Statement:

This policy is implemented as a guideline for the use of any corporate aircraft owned, leased or operated by Pharmaceutical Product Development, Inc. (the “Company”) to ensure the efficient operation of the aircraft and to avoid conflicts concerning its use by the Company’s directors, Executive Officers, other employees and any other third parties (such as customers of the Company) who fly on the aircraft. As used herein, “Executive Officers” shall mean Executive Chairman of the Board (“Executive Chairman”), Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Executive Vice Presidents (“EVP”), Chief Financial Officer (“CFO”), Chief Legal Officer (“CLO”) and Senior Vice Presidents (or their equivalents).

General Guidelines:

1. The Company shall insure that the aircraft is used and operated in accordance with all applicable laws and regulations including but not limited to Federal Aviation Administration (“FAA”) and Internal Revenue Service (“IRS”) regulations.

2. The Company shall also verify that the manner in which the aircraft is used shall be in conformity with all rules, regulations and guidelines necessary to procure and maintain appropriate insurance as determined by the Company’s Board of Directors.

3. The final decision concerning whether or not to fly the aircraft at any given time will be made by the pilot charged with flying the aircraft at that time.

4. The CEO may from time to time designate one or more employees of the Company to assist in the administration of and compliance with this policy.

5. The CEO shall make periodic reports to the Company’s Board of Directors on the use of the aircraft.

Company Use:

 

1. Priorities.

 

First:    Executive Chairman, CEO and Lead Independent Director
Second:    Other Executive Officers
Third:    Appropriate Designees of Executive Officers


In the event of any conflict over the use of the aircraft, the Executive Chairman shall determine use of the aircraft. In the Executive Chairman’s absence, the CEO shall determine the use of the aircraft.

 

2. Multiple Board Members and Executives on Same Flight.

The Company prefers that no more than three members of the Board of Directors or three Executive Officers be on the same flight. Exceptions to this preference must be approved by the CEO.

 

3. Personal Use.

No Executive Officer or other person may use the aircraft for personal use without the consent of the Executive Chairman or CEO. The Executive Chairman, CEO, Lead Independent Director and each Executive Officer of the Company who at the time would qualify as an executive officer under Item 402(a)(3) of Regulation S-K (promulgated pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934) shall be permitted maximum personal use of the aircraft in any calendar year as follows: (a) 30,000 miles flown for the Executive Chairman; (b) 35,000 miles flown for the CEO; (b) 15,000 miles flown for the Lead Independent Director; (c) 10,000 miles flown for the COO; and (d) 5,000 miles flown for each other qualifying Executive Officer. The value of any personal use of the aircraft shall be included in taxable income attributed to the user of Company aircraft using the SIFL rates in effect from time to time under applicable IRS regulations.

 

4. Amendment.

This policy may be amended from time to time by the Board of Directors.

 

2

EX-99.1 5 dex991.htm PRESS RELEASE Press release

Exhibit 99.1

 

    

Contacts

 

Media:

Sue Ann Pentecost

+1 919 456 5890

sueann.pentecost@rtp.ppdi.com

 

Analysts/Investors:

Luke Heagle

+1 910 558 7585

luke.heagle@wilm.ppdi.com

FOR IMMEDIATE RELEASE

PPD Promotes Fred Eshelman to Executive Chairman;

Ernest Mario Assumes Role of Lead Independent Director;

PPD Names David Grange as New Chief Executive Officer

WILMINGTON, N.C. (May 19, 2009) – PPD, Inc. (Nasdaq: PPDI) today announced that its board of directors has promoted Fredric N. Eshelman, vice chairman and chief executive officer of PPD, to the newly created position of executive chairman of the board of directors. Ernest Mario, Ph.D., who has served as the non-executive chairman of the board of PPD since 1993, has been appointed lead independent director. PPD also announced that Brig. Gen. David L. Grange (retired), a member of PPD’s board of directors since 2003, has been named PPD’s new chief executive officer. Grange will report to Eshelman in his new capacity as executive chairman. These appointments will be effective July 1, 2009.

In his new position, Eshelman will continue to be responsible for providing strategic direction to the company and overseeing the implementation of the company’s strategic and business plans, including the company’s compound partnering business. Working closely with Grange, he will also focus on key initiatives, strategic outsourcing plans and core aspects of the company’s operations.

Grange comes to PPD after a decade of service to the McCormick Foundation, first as executive vice president and chief operating officer, and as president and chief executive officer since 2005. The foundation is a nonprofit organization that conducts grant-making programs and other operations, and is one of the nation’s largest charities, with $1.2 billion in assets. Prior to joining the foundation in 1999, Grange had a 30-year career in the U.S. Army, with his final position as commanding general of the First Infantry Division, known as the Big Red One. During his military career, Grange served as a Ranger, Green Beret, Aviator, Infantryman and a member of Delta Force. While stationed at the Pentagon, Grange served as the deputy director and director of Army Current Operations and Readiness and Mobilization, and was responsible for coordinating military support within the United States in response to natural disasters and for domestic preparedness against acts of terrorism.

Grange attended U.S. Army Infantry, Special Forces, Ranger, HALO, scuba, Air Assault and aviation training, the U.S. Marine Corp Command and General Staff College, the British SAS course, the Delta course and the National War College. He completed his undergraduate studies at Northern Georgia College and earned a master’s degree in public service at Western Kentucky University.

“General Grange brings a great combination of global geographical experience and knowledge, demonstrated leadership from his business and military careers, financial management experience and first-hand knowledge of PPD as a member of our board since 2003,” said Eshelman. “I look forward to working closely with General Grange and his


executive management team to chart our course and execute our business plans to drive long-term shareholder value.”

Eshelman continued, “On behalf of the board of directors, I extend our sincere appreciation to Dr. Mario for his outstanding service as our non-executive chairman for the past 16 years. He and I have worked closely together over this period to grow PPD, and I look forward to his continued leadership and counsel as our lead independent director.”

PPD will conduct a live conference call and audio webcast tomorrow, May 20, 2009, at 9 a.m. ET to discuss these matters. A Q&A session will follow. All interested parties can access the webcast through the Presentations & Events link in the Investors section of the PPD Web site at http://www.ppdi.com. The webcast will be archived shortly after the call for on-demand replay. The conference call will be broadcast live over the Internet, and the live call may be accessed via the following direct dial numbers:

 

Participant dial in:

   +1 877 644 0692 (U.S./Canada)
   +1 973 200 3387 (International)

Conference ID:

   10787733

PPD is a leading global contract research organization providing discovery, development and post-approval services as well as compound partnering programs. Our clients and partners include pharmaceutical, biotechnology, medical device, academic and government organizations. With offices in 38 countries and approximately 10,500 professionals worldwide, PPD applies innovative technologies, therapeutic expertise and a commitment to quality to help its clients and partners maximize returns on their R&D investments and accelerate the delivery of safe and effective therapeutics to patients. For more information, visit our Web site at http://www.ppdi.com.

Except for historical information, all of the statements, expectations and assumptions contained in this news release, including expectations and assumptions regarding the above-named individuals and their future contributions and success, are forward-looking statements that involve a number of risks and uncertainties. Although PPD attempts to be accurate in making these forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. In addition, other important factors which could cause results to differ materially include the following: the ability to attract and retain key personnel; competition within the outsourcing industry; the integration of the above-named individuals into their new roles; success in sales growth; loss of large contracts; increased cancellation rates; project delays; economic conditions and outsourcing trends in the pharmaceutical, biotechnology, medical device, academic and government industry segments; risks associated with acquisitions and investments, such as impairments; risks associated with the development and commercialization of drugs, including earnings dilution and obtaining regulatory approval; risks associated with and dependence on collaborative relationships; rapid technological advances that make our products and services less competitive; risks that we may not continue our dividend policy; and the other risk factors set forth from time to time in the SEC filings for PPD, copies of which are available free of charge upon request from the PPD investor relations department.

###

 

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