DEED OF AMENDMENT TWO TO THE EXECUTIVE SERVICE AGREEMENT
INC RESEARCH HOLDING LIMITED
THIS DEED OF AMENDMENT is made on 15 January 2020 BETWEEN
1. INC RESEARCH HOLDING LIMITED (registered under company number 06910205), of Farnborough Business Park, 1 Pinehurst Road, Farnborough, Hampshire, England, GU14 7BF (the Company); and
2. ALISTAIR MACDONALD (the Executive). The Board has approved the terms of this Agreement under which the Executive is to be employed.
WHEREAS, the Company and Executive entered into that certain Executive Service Agreement dated 27 July 2016, amended 1 April 2017 (collectively, the Agreement); and
WHEREAS, in order to better align the terms of the Agreement and the Executives outstanding equity awards with those generally applicable to other senior executives of the Company and its Affiliates and the terms of current equity awards of Syneos Health, Inc. and in compliance with the pension regulations of the United Kingdom, the parties hereto desire to entire into this amendment which shall be effective as of date first provided above;
NOW, THEREFORE, for the mutual covenants contained in the Agreement and herein, the parties agree as follows:
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Section 18.3 is hereby amended, to read in its entirety as follows:
18.3 Qualifying Termination During a Non-CIC Period. Subject to sections 18.3.4 and 18.5.4, if the Executives employment terminates as a result of a Qualifying Termination during a Non-CIC Period, then the Executive shall be entitled to the payments and benefits detailed in section 18.3.1, 18.3.2 and 18.3.3 together known as the Non-CIC Period Termination Payment:
18.3.1 A lump-sum cash amount equal to the sum of (i) any unpaid Base Salary through the Termination Date, (ii) any outstanding Bonus for which payment is due and owing as of the Termination Date, (iii) any paid time off pay that is accrued and unused as of the Termination Date, and (iv) any unreimbursed expenses properly incurred by the Executive in accordance with the Companys business expense reimbursement policy;
18.3.2 A lump sum cash payment equal to two (2) times the sum of (i) Base Salary, and (ii) Target Bonus Amount, provided that such amounts shall be offset against (and not be in addition to) any severance payments (including any U.K. settlement, redundancy or notice payments, whether statutory or enhanced); and
18.3.3 Continuation of health care coverage for the Executive and his dependents for a period of 36 months after the Termination Date substantially equivalent to the coverage then provided to similarly situated active employees of the Company, at rates equivalent to that paid by similarly situated active employees.