QUINTILES TRANSNATIONAL CORP
EX-10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g90346exv10w1.txt
<DESCRIPTION>EX-10.1
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

[Quintiles Transnational Logo]


                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive Employment Agreement ("Agreement"), dated as of JUNE 14,
2004, is made and entered into by QUINTILES TRANSNATIONAL CORP., a North
Carolina corporation (hereinafter the "Company") and JOHN D. RATLIFF
(hereinafter the "Executive"). The Company desires to employ Executive as its
Chief Financial Officer, and provide adequate assurances to Executive and
Executive desires to accept such employment on the terms set forth below, which
terms Executive agreed to in Executive's offer letter, which is incorporated
herein by reference.

         In consideration of the mutual promises set forth below and other good
and valuable new consideration, the receipt and sufficiency of which the parties
acknowledge, the Company and Executive agree as follows:

         1. EMPLOYMENT. The Company employs Executive and Executive accepts
employment on the terms and conditions set forth in this Agreement

         2. NATURE OF EMPLOYMENT. Executive shall serve as Chief Financial
Officer, which currently reports to the Chairman, and have such responsibilities
and authority as the Company may assign from time to time. Additionally,
Executive agrees to perform such other duties consonant with those of an
executive at his level as the Company may set from time to time. Executive shall
also serve, without additional compensation, in such other officer and director
positions of any affiliates of the Company to which he may be appointed.

                  2.1 Executive shall perform all duties and exercise all
authority in accordance with, and shall otherwise comply with, all Company
policies, procedures, practices and directions.

                  2.2 Executive shall devote all working time, best efforts,
knowledge and experience to perform successfully his duties and advance the
Company's and/or its Affiliates' interests. During his employment, Executive
shall not engage in any other business activities of any nature whatsoever
(including board memberships) for which he receives compensation without the
Company's prior written consent; provided, however, this provision does not
prohibit him from personally owning and trading in stocks, bonds, securities,
real estate, commodities or other investment properties for his own benefit,
which do not create actual or potential conflicts of interest with the Company
and/or its Affiliates. As used in this Agreement, "Affiliates" shall mean: (i)
any Company's parent, subsidiary or related entity; and/or (ii) any entity
directly or indirectly controlled or beneficially owned in whole or part by the
Company or Company's parent, subsidiary or related entity.

                  2.3 Executive's base of operation shall be Research Triangle
Park, North Carolina, subject to business travel as may be necessary in the
performance of Executive's duties.


                                       1

<PAGE>

         3. COMPENSATION.

                  3.1 BASE SALARY. Executive's monthly salary for all services
rendered shall be $33,333.33 (less applicable withholdings), payable in
accordance with the Company's policies, procedures and practices as they may
exist from time to time. Executive's salary shall be reviewed in accordance with
the Company's policies, procedures and practices as they may exist from time to
time.

                  3.2 ANNUAL CASH BONUS PLAN. Executive may participate on a
basis commensurate with his position as a senior executive officer, as
determined by the Company, in the Company's annual cash bonus plan which may be
made available from time to time to Company executives; provided, however, that
Executive's participation is subject to the applicable terms, conditions and
eligibility requirements of the plan documents, some of which are within the
plan administrator's discretion, as they may exist from time to time.

                  3.3 TAX RETURNS. Executive shall be entitled to tax return
preparation and reasonable financial planning, consultation and advice by the
Company's accounting firm and/or legal counsel and/or financial consultants as
the Company may provide from time to time to Company executives at Executive's
level.

                  3.4 OTHER BENEFITS. Executive may participate in all medical,
dental and disability insurance, 401(k), pension, personal leave, car allowance
and other employee benefit plans and programs, except Executive may not receive
severance payments other than specified in this Agreement; provided, however,
that Executive's participation in benefit plans and programs is subject to the
applicable terms, conditions and eligibility requirements of these plans and
programs, some of which are within the plan administrator's discretion, as they
may exist from time to time.

                  3.5 BUSINESS EXPENSES. Executive shall be reimbursed for
reasonable and necessary expenses actually incurred by him in performing
services under this Agreement in accordance with and subject to the terms and
conditions of the applicable Company reimbursement policies, procedures and
practices as they may exist from time to time. Expenses covered by this
provision include but are not limited to travel, entertainment, professional
dues, subscriptions and dues, fees and expenses associated with membership in
various professional, and business and civic associations of which Executive's
participation is in the Company's best interest.

                  3.6 Nothing in this Agreement shall require the Company to
create, continue or refrain from amending, modifying, revising or revoking any
of the plans, programs or benefits set forth in Sections 3.2 through 3.5. Any
amendments, modifications, revisions and revocations of these plans, programs
and benefits shall apply to Executive.


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<PAGE>


                  3.7 If, at any time during which Executive is receiving salary
or post-termination payments from the Company, he receives payments on account
of mental or physical disability from any Company-provided plan, then the
Company, at its discretion, may reduce his salary or post-termination payments
by the amount of such disability payments.

         4. TERM OF EMPLOYMENT. The original term of employment shall be for a
one (1) year period commencing on July 1, 2004 and terminating on June 30, 2005
subject to the following provisions:


                  4.1 Upon the expiration of the original or any renewal term of
employment, Executive's employment shall be automatically renewed for an
additional one (1) year period unless, at least ninety (90) days prior to the
renewal date, either party gives the other party written notice of its intent
not to continue the employment relationship. During any renewal term of
employment, the terms, conditions and provisions set forth in this Agreement
shall remain in effect unless modified in accordance with Section 15.

                  4.2 Either party may terminate the employment relationship
without cause at any time upon giving the other party sixty (60) days written
notice.


                  4.3 The Company may terminate the Executive's employment
relationship immediately without notice at any time for the following reasons
which shall constitute "Cause": (i) Executive's death; (ii) Executive's physical
or mental inability to perform the essential functions of his duties
satisfactorily for a period of 180 consecutive days or 180 days in total within
a 365-day period as determined by the Company in its reasonable discretion and
in accordance with applicable law; (iii) any act or omission of Executive
constituting willful misconduct (including willful violation of the Company's
policies), gross negligence, fraud, misappropriation, embezzlement, criminal
behavior, conflict of interest or competitive business activities which, as
determined by the Company in its reasonable discretion, shall cause material
harm, or any other actions that are materially detrimental to the Company or any
Affiliates' interest; (iv) any other reason recognized as "cause" under
applicable law; or (v) Executive's material breach of this Agreement.

                  4.4 Executive may terminate Executive's employment with the
Company as a result of the Company's failure to cure its material breach of this
Agreement after Executive has given the Company notice of the material breach
and at least thirty (30) days to cure the breach (or such longer period as may
be reasonably required to cure the breach as long as the Company is making good
faith efforts to do so).

                  4.5 This Agreement shall terminate upon the termination of the
employment relationship with the following exceptions: Section 6 (Trade Secrets,
Confidential Information, Company


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<PAGE>

Property and Competitive Business Activities), 7 (Intellectual Property
Ownership), 8 (License), 9 (Release), and 12 (Change in Control) shall survive
the termination of Executive's employment and/or the expiration or termination
of this Agreement, regardless of the reasons for such expiration or termination.


         5. COMPENSATION AND BENEFITS UPON TERMINATION.

                  5.1 The Company's obligation to compensate Executive ceases on
the effective termination date except as to: (i) amounts due at that time; (ii)
any amount subsequently due pursuant to the plan described in Section 3.2; and
(iii) any compensation and/or benefits to which he may be entitled to receive
pursuant to Sections 5.2, 5.3, 5.4 or 5.5.

                  5.2 If the Company terminates Executive's employment pursuant
to Sections 4.1 (notice of non-renewal) or 4.2 (without cause), or if Executive
terminates Executive's employment pursuant to Section 4.4 (breach of Agreement),
then the Company's sole obligation to Executive in lieu of any other damages or
other relief to which he otherwise may be entitled, shall be to pay Executive:
(i) amounts due on the effective date of the termination; (ii) any amounts
subsequently due pursuant to the plan described in Section 3.2; and (iii)
subject to Executive's compliance with Sections 6,7,8 and 9 and subject to
Sections 3.7 and 5.6 (release), 24 monthly payments where each payment equals
executive's monthly rate of base salary in effect at the time of such
termination multiplied by 1.55, less applicable withholdings.

                  5.3 During the period during which Executive receives
post-termination payments pursuant to Section 5.2 (but in no event after the
date the Executive becomes eligible for comparable coverage) he may continue to
participate, to the extent permitted by the applicable plans and subject to
their terms, conditions and eligibility requirements, in all employee welfare
benefits plans (as defined by the Employee Retirement Income Security Act of
1974, as amended) in which Executive participated on his effective termination
date. The Company will pay or, at the Company's discretion, reimburse Executive
for the premiums actually paid, to continue coverage under such plans during the
period. Notwithstanding the Company's payment of or reimbursement for the
premiums, any coverage under such plans shall be subject to the terms,
conditions and eligibility requirements of such plans, and nothing in this
Section shall constitute any guaranty of coverage.

                  5.4 If the Company terminates Executive's employment as
provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to
perform), (iii) (materially harmful acts or omissions), (iv) (other reasons
recognized as "cause") or (v) (Executive's material breach) or if the Executive
terminates his employment pursuant to Section 4.1 (notice of non-renewal) or
Section 4.2 (without cause), then the Company's sole obligation shall be to pay
Executive: (i) amounts due on the effective termination date and (ii) any
amounts subsequently due pursuant to the plan described in Section 3.2.
Executive, except


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<PAGE>

when employment terminates pursuant to Section 4.3(i) (death), shall comply with
Sections 6,7,8 and 9 of this Agreement upon expiration or termination of this
Agreement.

                  5.5 The Company's obligation to provide the payments under
Sections 5.2 is conditioned upon Executive's execution of an enforceable release
of all claims and his compliance with Sections 6, 7, 8 and 9 of this Agreement,
in a format similar to that attached hereto. If Executive chooses not to execute
such a release or fails to comply with these sections, then the Company's
obligation to compensate him ceases on the effective termination date except as
to amounts due at that time and any amount subsequently due pursuant to the plan
described in Section 3.2.

                  5.6 Executive is not entitled to receive any compensation or
benefits upon his termination except as: (i) set forth in this Agreement; (ii)
otherwise required by law; or (iii) otherwise required by any employee benefit
plan in which he participates. Nothing in this Agreement, however, is intended
to waive or supplant any death, disability, retirement, 401(k) or pension
benefits to which he may be entitled under employee benefit plans in which he
participates.

         6. TRADE SECRETS, CONFIDENTIAL INFORMATION, COMPANY PROPERTY AND
COMPETITIVE BUSINESS ACTIVITIES. Executive acknowledges that: (i) the Company
and its Affiliates have worldwide business operations, a worldwide customer
base, and are engaged in the business of contract research, sales and marketing,
healthcare policy consulting and health information management services to the
worldwide pharmaceutical, biotechnology, medical device and healthcare
industries; (ii) by virtue of his employment by and upper-level position with
the Company, he has or will have access to Trade Secrets and Confidential
Information (as defined in Sections 6.1(5) and 6.1(6)) of the Company and its
Affiliates, including valuable information about their worldwide business
operations and entities with whom they do business in various locations
throughout the world, and has developed or will develop relationships with their
customers and others with whom they do business in various locations throughout
the world; and (iii) the Trade Secret, Confidential Information and Competitive
Business Activities' provisions set forth in this Agreement are reasonably
necessary to protect the Company's and its Affiliates' legitimate business
interests, are reasonable as to the time, territory and scope of activities
which are restricted, do not interfere with public policy or public interest and
are described with sufficient accuracy and definiteness to enable him to
understand the scope of the restrictions imposed on him/her.

                  6.1 TRADE SECRETS AND CONFIDENTIAL INFORMATION. Executive
acknowledges that: (i) the Company and/or its Affiliates will disclose to him
certain Trade Secrets and Confidential Information; (ii) Trade Secrets and
Confidential Information are the sole and exclusive property of the Company
and/or its Affiliates (or a third party providing such information to the
Company and/or its Affiliates) and the Company and/or its Affiliates or such
third party owns all worldwide rights therein under patent, copyright,
trademarks, trade secret, confidential information or other property right; and
(iii) the disclosure of Trade Secrets and Confidential Information to Executive
does not confer upon him any license, interest or rights of any kind in or to
the Trade Secrets or Confidential Information.


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<PAGE>

                           6.1(1) Executive may use the Trade Secrets and
Confidential Information only while he is employed or otherwise retained by the
Company and only then in accordance with applicable Company policies and
procedures and solely for the Company's benefit. Except as authorized in the
performance of services for the Company, Executive will hold in confidence and
will not, either directly or indirectly, in any form, by any means, or for any
purpose, disclose, reproduce, distribute, transmit, reverse engineer, decompile,
disassemble, or transfer Trade Secrets or Confidential Information or any
portion thereof. Upon the Company's request, Executive shall return Trade
Secrets and Confidential Information and all related materials.

                           6.1(2) If Executive is required to disclose Trade
Secrets or Confidential Information pursuant to a court order, subpoena or other
government process or such disclosure is necessary to comply with applicable law
or defend against claims, he shall: (i) notify the Company promptly before any
such disclosure is made; (ii) at the Company's request and expense take all
reasonably necessary steps to defend against such disclosure, including
defending against the enforcement of the court order, other government process
or claims; and (iii) permit the Company to participate with counsel of its
choice in any proceeding relating to any such court order, subpoena, other
government process or claims.

                           6.1(3) Executive's obligations with regard to Trade
Secrets shall remain in effect for as long as such information shall remain a
trade secret under applicable law.

                           6.1(4) Executive's obligations with regard to
Confidential Information shall remain in effect while he is employed or
otherwise retained by the Company and/or its Affiliates and for fifteen (15)
years thereafter.

                           6.1(5) As used in this Agreement, "Trade Secrets"
means information of the Company, its Affiliates and its and/or their licensors,
suppliers, customers, or prospective licensors or customers, including, but not
limited to, data, formulas, patterns, compilations, programs, devices, methods,
techniques, processes, financial data, financial plans, product plans, or lists
of actual or potential customers or suppliers, which: (i) derives independent
actual or potential commercial value, from not being generally known to or
readily ascertainable through independent development or reverse engineering by
persons or entities who can obtain economic value from its disclosure or use;
and (ii) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy.

                           6.1(6) As used in this Agreement, "Confidential
Information" means information other than Trade Secrets, that is of value to its
owner and is treated as confidential, including, but not limited to, future
business plans, licensing strategies, advertising campaigns, information
regarding executives and employees, and the terms and conditions of this
Agreement; provided, however, Confidential Information shall not include
information which is in the public domain or becomes public knowledge through no
fault of Executive.


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<PAGE>

                  6.2 COMPANY PROPERTY. Upon termination of his employment,
Executive shall: (i) deliver to the Company all records, memoranda, data,
documents and other property of any description which refer or relate in any way
to Trade Secrets or Confidential Information, including all copies thereof,
which are in his possession, custody or control; (ii) deliver to the Company all
Company and/or Affiliates property (including, but not limited to, keys, credit
cards, client files, contracts, proposals, work in process, manuals, forms,
computer stored work in process and other computer data, research materials,
other items of business information concerning any Company and/or Affiliates
client, or Company and/or Affiliates business or business methods, including all
copies thereof) which is in his possession, custody or control; (iii) bring all
such records, files and other materials up to date before returning them; and
(iv) fully cooperate with the Company in winding up his work and transferring
that work to other individuals designated by the Company.

                  6.3 COMPETITIVE BUSINESS ACTIVITIES. During his employment
and the two (2) years following his effective termination date (regardless of
the reason for the termination), Executive will not engage in the following
activities:

                           (A) on Executive's own or another's behalf, whether
as an officer, director, stockholder, partner, associate, owner, employee,
consultant or otherwise, directly or indirectly:

                                     (i) compete with the Company or its
Affiliates within the geographical areas set forth in Section 6.3(1); except
that Executive, without violating this provision, may become employed by any
company which is engaged in the integrated development, discovery, manufacture,
marketing and sale of pharmaceutical drugs that does not engage in contract
sales and/or research;

                                    (ii) within the geographical areas set forth
in Section 6.3(1), solicit or do business which is the same, similar to or
otherwise in competition with the business engaged in by the Company or its
Affiliates, from or with persons or entities: (A) who are customers of the
Company or its Affiliates; (B) who Executive or someone for whom he was
responsible solicited, negotiated, contracted or serviced on the Company's or
its Affiliates' behalf; or (C) who were customers of the Company or its
Affiliates at any time during the last year of Executive's employment with the
Company;

                                    (iii) offer employment to or otherwise
solicit for employment any employee or other person who had been employed by the
Company or its Affiliates during the last year of Executive's employment with
the Company; or

                           (B) directly or indirectly take any action which is
materially detrimental or otherwise intended to be adverse to the Company's
and/or Affiliates' goodwill, name, business relations, prospects and operations.


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<PAGE>

                           6.3(1) The restrictions set forth in Section 6.3
apply to the following geographical areas; (i) within a 60-mile radius of the
Company and/or its Affiliates where the Executive had an office during the
Executive's employment with the Company and/or its Affiliates; (ii) any city,
metropolitan area, county (or similar political subdivision in foreign
countries) in which Executive's substantial services were provided, or for which
Executive had substantial responsibility, or in which Executive performed
substantial work on Company and/or Affiliates' projects, while employed by the
Company; and (iii) any city, metropolitan area, county (or similar political
subdivisions in foreign countries) in which the Company or its Affiliates is
located or does or, during Executive's employment with Company, did business.

                           6.3(2) Notwithstanding the foregoing, Executive's
ownership, directly or indirectly, of not more than one percent of the issued
and outstanding stock of a corporation the shares of which are regularly traded
on a national securities exchange or in the over-the-counter market shall not
violate Section 6.3.

                  6.4 REMEDIES. Executive acknowledges that his failure to abide
by the Trade Secrets, Confidential Information, Company Property or Competitive
Business Activities provisions of this Agreement would cause irreparable harm to
the Company and/or its Affiliates for which legal remedies would be inadequate.
Therefore, in addition to any legal or other relief to which the Company and/or
its Affiliates may be entitled by virtue of Executive's failure to abide by
these provisions: (i) the Company will be released of its obligations under this
Agreement to make any post-termination payments, including but not limited to
those otherwise available pursuant to Sections 5.2, 5.3, 5.4, 5.5; (ii) the
Company may seek legal and equitable relief, including but not limited to
preliminary and permanent injunctive relief, for Executive's actual or
threatened failure to abide by these provisions; (iii) Executive will return all
post-termination payments received pursuant to this Agreement, including but not
limited to those received pursuant to Sections 5.2, 5.3, 5.4, 5.5; (iv)
Executive will indemnify the Company and/or its Affiliates for all expenses
including attorneys' fees in seeking to enforce these provisions; and (v) if, as
a result of Executive's failure to abide by the Trade Secrets, Confidential
Information, Company Property or Competitive Business Activities provisions, any
commission or fee becomes payable to Executive or to any person, corporation or
other entity with which Executive has become employed or otherwise associated,
Executive shall pay the Company or cause the person, corporation or other entity
with whom he has become employed or otherwise associated to pay the Company an
amount equal to such commission or fee. In the event that the Company exercises
its right to discontinue payments under this provision and/or Executive returns
all post-termination payments received pursuant to this Agreement, Executive
shall remain obligated to abide by the Trade Secrets, Confidential Information,
Company Property and Competitive Business Activities provisions set forth in
this Agreement.

                  6.5 TOLLING. The period during which Executive must refrain
from the activities set forth in Sections 6.1 and 6.3 shall be tolled during any
period in which he fails to abide by these provisions.


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<PAGE>

                  6.6 OTHER AGREEMENTS. Nothing in this Agreement shall
terminate, revoke or diminish Executive's obligations or the Company's and/or
its Affiliates' rights and remedies under law or any agreements relating to
trade secrets, confidential information, non-competition or intellectual
property which Executive has executed in the past or may execute in the future
or contemporaneously with this Agreement.

         7. INTELLECTUAL PROPERTY OWNERSHIP.

                  7.1 As used in this Agreement, "Work Product" shall mean the
data, materials, documentation, computer programs, inventions (whether or not
patentable), improvements, modifications, discoveries, methods, developments,
picture, audio, video, artistic works and all works of authorship, including all
worldwide rights therein under patent, copyright, trademark, trade secret,
confidential information or other property right, created or developed in whole
or in part by Executive, while employed by the Company (whether developed during
work hours or not), whether prior or subsequent to the date of this Agreement.

                  7.2 All Work Product shall be considered work made for hire by
Executive and owned by the Company. If any of the Work Product may not, by
operation of law be considered work made for hire by Executive for the Company,
or if ownership of all right, title, and interest of the intellectual property
rights therein shall not otherwise vest exclusively in the Company, Executive
hereby assigns to the Company, and upon the future creation thereof
automatically assigns to the Company, without further consideration, the
ownership of all Work Product. The Company shall have the right to obtain and
hold in its own name copyrights, registrations and any other protection
available in the Work Product. Executive agrees to perform, during or after his
employment, such further acts which the Company requests as may be necessary or
desirable to transfer, perfect and defend its ownership of the Work Product.

                  7.3 Notwithstanding the foregoing, this Agreement shall not
require assignment of any invention that: (i) Executive developed entirely on
his own time without using the Company's equipment, supplies, facilities, Trade
Secrets or Confidential Information; and (ii) does not relate to the Company's
business or actual or anticipated research or development or result from any
work performed by Executive for the Company.

                  7.4 Executive shall promptly disclose to the Company in
writing all Work Product conceived, developed or made by him/her, individually
or jointly.

         8. LICENSE. To the extent that any preexisting materials are contained
in Work Product which Executive delivers to the Company or its customers,
Executive grants to the Company an irrevocable, nonexclusive, worldwide,
royalty-free license to: (i) use and distribute (internally or


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<PAGE>

externally) copies of, and prepare derivative works based upon, such preexisting
materials and derivative works thereof; and (ii) authorize others to do any of
the foregoing.

         9. RELEASE. Executive acknowledges that: (i) as a part of his services,
he may provide his image, likeness, voice or other characteristics; and (ii) the
Company may use his image, likeness, voice or other characteristics, to promote
the Company, and expressly releases the Company, its Affiliates and its and/or
their agents, employees, licensees and assigns from and against any and all
claims which he has or may have for invasion of privacy, right of privacy,
defamation, copyright infringement or any other causes of action arising out of
the use, adaptation, reproduction, distribution, broadcast or exhibition of such
characteristics.

         10. EMPLOYEE REPRESENTATION. Executive represents and warrants that his
employment and obligations under this Agreement will not (i) breach any duty or
obligation he owes to another or (ii) violate any law, recognized ethics
standard or recognized business custom.

         11. OFFICERS AND DIRECTORS INDEMNIFICATION PROVISIONS. To the extent
Executive serves as a Company and/or Affiliate officer or director, Executive
shall be entitled to insurance under Company's directors and officers'
indemnification policies comparable to any such insurance covering executives of
the applicable entity serving in similar capacities. Further, the Company's
bylaws shall contain provisions granting to Executive the maximum indemnity
protection allowed under applicable law and the Company hereby agrees to
indemnify and hold harmless Executive in accordance with such maximum indemnity
protection allowed under applicable law.

         12. TAX WITHHOLDING. The Company shall have the right to deduct and
withhold such amounts from any payment made hereunder as may be necessary to
enable the Company to satisfy any applicable withholding obligation imposed by
law.

         13. NOTICES. All notices, requests, demands and other communications
required or permitted to be given in writing pursuant to this Agreement shall be
deemed given and received: (A) upon delivery if delivered personally; (B) on the
fifth (5th) day after being deposited with the U.S. Postal Service if mailed by
first class mail, postage prepaid, registered or certified with return receipt
requested, at the addresses set forth below; (C) on the next day after being
deposited with a reliable overnight delivery service; or (D) upon receipt of an
answer back confirmation, if transmitted by telefax, addressed to the below
indicated telefax number. Notice given in another manner shall be effective only
if and when received by the addressee. For purposes of notice, the addresses and
telefax number (if any) of the parties shall be as follows:

         If to the Executive, to:           John D. Ratliff
                                            4741 Sharpstone Lane
                                            Raleigh, NC  27615


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<PAGE>

         If to the Company, to:             Quintiles Transnational Corp.
                                            4709 Creekstone Drive
                                            Riverbirch Building, Suite 300
                                            Durham, North Carolina 27703-8411
                                            Attn: General Counsel

provided that: (A) each party shall have the right to change its address for
notice, and the person who is to receive notice, by the giving of fifteen (15)
days' prior written notice to the other party in the manner set forth above; and
(B) notices shall be effective if given to the other party in the manner set
forth above regardless of whether a copy was received by the additional
addressee specified above.

         14. WAIVER OF BREACH. The Company's or Executive's waiver of any breach
of a provision of this Agreement shall not waive any subsequent breach by the
other party.

         15. ENTIRE AGREEMENT. Except as expressly provided in this Agreement,
this Agreement: (i) supersedes all other understandings and agreements, oral or
written, between the parties with respect to the subject matter of this
Agreement; and (ii) constitutes the sole agreement between the parties with
respect to this subject matter. Each party acknowledges that: (i) no
representations, inducements, promises or agreements, oral or written, have been
made by any party or by anyone acting on behalf of any party, which are not
embodied in this Agreement; and (ii) no agreement, statement or promise not
contained in this Agreement shall be valid. No change or modification of this
Agreement shall be valid or binding upon the parties unless such change or
modification is in writing and is signed by the parties.

         16. SEVERABILITY. If a court of competent jurisdiction holds that any
provision or sub-part thereof contained in this Agreement is invalid, illegal or
unenforceable, that invalidity, illegality or unenforceability shall not affect
any other provision in this Agreement. Additionally, if any of the provisions,
clauses or phrases in the Trade Secrets, Confidential Information or Competitive
Business Activities provisions set forth in this Agreement are held
unenforceable by a court of competent jurisdiction, then the parties desire that
they be "blue-penciled' or rewritten by the court to the extent necessary to
render them enforceable.

         17. PARTIES BOUND. The terms, provisions, covenants and agreements
contained in this Agreement shall apply to, be binding upon and inure to the
benefit of the Company's successors and assigns. The Company, at its discretion,
may assign this Agreement to Affiliates. Because this Agreement is personal to
Executive, Executive may not assign this Agreement.


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<PAGE>

         18. GOVERNING LAW. This Agreement and the employment relationship
created by it shall be governed by North Carolina law without giving effect to
North Carolina choice of law provisions. The parties hereby consent to
jurisdiction in North Carolina for the purpose of any litigation relating to
this Agreement and agree that any litigation by or involving them relating to
this Agreement shall be conducted in the courts of Wake County, North Carolina
or the federal courts of the United States for the Eastern District of North
Carolina.

         IN WITNESS WHEREOF, the parties have entered into this Agreement on the
day and year first written above.


                                            /s/ J. D. Ratliff
                                            ------------------------------------
                                            EXECUTIVE



                                            QUINTILES TRANSNATIONAL CORP.


                                            By: /s/ Michael Mortimer
                                                --------------------------------

                                            Title: EVP, Global Human Resources
                                                  ------------------------------








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