UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ______
Commission File Number: 001-36730
SYNEOS HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
27-3403111
(I.R.S. Employer Identification No.)
1030 Sync Street
Morrisville, North Carolina
(Address of principal executive offices)
27560-5468
(Zip Code)
Registrant’s telephone number, including area code: (919) 876-9300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A Common Stock, par value $0.01 per share
Trading Symbol(s)
SYNH
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, based on the closing sale price of $89.49 on June 30, 2021, was
approximately $9,235,907,535.
As of February 10, 2022, there were approximately 104,221,138 shares of the registrant’s Class A common stock outstanding.
Portions of the registrant’s Proxy Statement for its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.
Table of Contents
SYNEOS HEALTH, INC.
FORM 10-K
For the Fiscal Year Ended December 31, 2021
TABLE OF CONTENTS
Summary of Principal Risk Factors
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for Registrants’ Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
Part IV
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such forward-
looking statements reflect, among other things, our business plans and strategy, market trends, beliefs regarding our competitive strengths,
current expectations, future capital expenditures, and anticipated results of operations, all of which are subject to known and unknown risks,
uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ
materially from those expressed or implied by such forward-looking statements. Therefore, any statements contained herein that are not
statements of historical fact may be forward-looking statements and should be evaluated as such, including our business strategy, the future
impact of the COVID-19 pandemic on our business, financial results, and financial condition, and planned capital expenditures. Without
limiting the foregoing, the words “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,”
“projects,” “should,” “would,” “targets,” “will” and the negative thereof and similar words and expressions are intended to identify forward-
looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those
described in Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K. Unless legally required, we assume no obligation to update
any such forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.
As used in this report, the terms “Syneos Health, Inc.,” “Company,” “we,” “us,” and “our” mean Syneos Health, Inc. and its subsidiaries unless
the context indicates otherwise.
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Summary of Principal Risk Factors
We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. In evaluating our
company, you should consider carefully the summary risks and uncertainties described below together with the other information included in
this Annual Report on Form 10-K, including our consolidated financial statements and related notes included in Part II, Item 8, “Financial
Statements and Supplementary Data” in this Annual Report on Form 10-K. The occurrence of any of the following risks may materially and
adversely affect our business, financial condition, results of operations and future prospects.
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The COVID-19 pandemic and associated economic repercussions have adversely impacted our business and results of
operations, and are expected to continue to do so.
If we do not generate a large number of new business awards, or if new business awards are delayed, terminated, reduced in
scope, or fail to go to contract, our business, financial condition, results of operations, or cash flows may be materially
adversely affected.
Our backlog might not be indicative of our future revenues, and we might not realize all of the anticipated future revenue
reflected in our backlog.
If we underprice our contracts, overrun our cost estimates, or fail to receive approval for or experience delays in
documentation of change orders, our business, financial condition, results of operations, or cash flows may be materially
adversely affected.
Our business depends on the continued effectiveness and availability of our information systems, including the information
systems we use to provide services to our customers and to store employee data, and failures of these systems, including
cyber-attacks, may materially limit our operations or have an adverse effect on our reputation.
Our customer or therapeutic area concentration may have a material adverse effect on our business, financial condition,
results of operations or cash flows.
Our business is subject to international economic, political and other risks that could have a material adverse effect on our
business, financial condition, results of operations, cash flows or reputation.
Governmental authorities may question our intercompany transfer pricing policies or change their laws in a manner that could
increase our effective tax rate or otherwise harm our business.
If we are unable to successfully increase our market share, our ability to grow our business and execute our growth strategies
could be materially adversely affected.
Upgrading the information systems that support our operating processes and evolving the technology platform for our services
pose risks to our business.
The operation of our early phase (Phase I and IIA) clinical facilities and the services we provide there as well as our clinical
trial management, including direct interaction with clinical trial patients or volunteers, and our mobile research nursing clinical
trial services, could create potential liability that may adversely affect our business, financial condition, results of operations,
cash flows, and reputation.
If we are unable to attract suitable principal investigators and recruit and enroll patients for clinical trials, our clinical
development business might suffer.
Our business could result in liability to us if a drug causes harm to a patient. While we are generally indemnified and insured
against such risks, we may still suffer financial losses.
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If we lose the services of key personnel or are unable to recruit experienced personnel, our business, financial condition,
results of operations, cash flows, or reputation could be materially adversely affected.
Our acquisition strategy may present additional risks, including the risk that we may be unable to fully realize the competitive
and operating synergies projected to be achieved through any specific acquisition.
Our relationships with existing or potential customers who are in competition with each other may adversely impact the degree
to which other customers or potential customers use our services, which may adversely affect our business, financial
condition, results of operations, or cash flows.
We face risks arising from the restructuring of our operations, which could adversely affect our financial condition, results of
operations, cash flows, or business reputation.
We operate in many different jurisdictions and we could be adversely affected by violations of the Foreign Corrupt Practices
Act, U.K. Bribery Act of 2010, and/or similar worldwide anti-corruption and anti-bribery laws.
The failure of third parties to provide us critical support services could adversely affect our business, financial condition, results
of operations, cash flows, or reputation.
The biopharmaceutical services industry is highly competitive and our business could be materially impacted if we do not
compete effectively. Outsourcing trends in the biopharmaceutical industry and changes in aggregate spending and research
and development budgets could adversely affect our operating results and growth rate.
Actions by government regulators or customers to limit a prescription’s scope or withdraw an approved product from the
market could adversely affect our business, results of operations, and financial condition.
If we fail to comply with federal, state, and foreign healthcare laws, including fraud and abuse laws, we could face substantial
penalties and our business, financial condition, results of operations, cash flows, and prospects could be adversely affected.
We may be affected by healthcare reform and potential additional reforms which may adversely impact the biopharmaceutical
industry and reduce the need for our services or negatively impact our profitability.
Current and proposed laws and regulations regarding the protection of personal data could result in increased risks of liability
or increased cost to us or could limit our service offerings.
Our customers face intense competition from lower cost generic products and other competing products, which may lower the
amount that they spend on our services and could have a material adverse effect on our business, results of operations, cash
flows, and financial condition.
Our substantial debt could adversely affect our financial condition and cash flows from operations. Despite our level of
indebtedness, we are able to incur more debt and undertake additional obligations. Incurring such debt or undertaking such
additional obligations could further exacerbate the risks to our financial condition.
Interest rate fluctuations or foreign currency exchange rate fluctuations may have a material adverse effect on our business,
financial condition, results of operations, or cash flows.
Our internal control over financial reporting is required to meet all the standards of Section 404 of Sarbanes-Oxley, and failure
to achieve and maintain effective internal controls over financial reporting could have a material adverse effect on our stock
price, reputation, business, financial condition, results of operations and cash flows.
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Item 1. Business.
Overview
PART I
We are the only fully integrated biopharmaceutical solutions organization purpose-built to accelerate customer success. We lead with a
product development mindset, strategically blending clinical development, medical affairs and commercial capabilities to address modern
market realities for customers in the pharmaceutical, biotechnology, and healthcare industries. We offer both stand-alone and integrated
biopharmaceutical product development solutions ranging from early phase (Phase I) clinical trials to the full commercialization of
biopharmaceutical products, with the goal of increasing the likelihood of regulatory approval and commercial success while accelerating our
customers’ delivery to patients in need worldwide.
We bring a deep understanding of patient and physician behaviors and market dynamics. Together we share insights, use the latest
technologies, and apply advanced business practices to speed our customers’ delivery of important therapies to patients.
Our operations are divided into two reportable segments, Clinical Solutions and Commercial Solutions. Our Clinical Solutions segment offers
comprehensive global services for the development of diagnostics, drugs, biologics, devices, and digital therapeutics that span Phase I to IV
of clinical development. The segment is organized around clinical pharmacology and bioanalytical services, workforce deployment, full-
service clinical studies, real world evidence, and consulting. This segment offers individual services including product development and
regulatory consulting, project management, protocol development, investigational site recruitment, clinical monitoring, technology-enabled
patient recruitment and engagement, clinical home health services, clinical trial diversity, biometrics, and regulatory affairs; all across a
comprehensive range of therapeutic areas. Our Commercial Solutions segment provides commercialization services, including deployment
solutions, communication solutions (public relations, advertising, and medical communications), and consulting services. We integrate our
clinical and commercial capabilities into customized solutions by sharing knowledge, data, and insights. This collaboration across the
development and commercialization continuum facilitates unique insights into patient populations, therapeutic environments, product
timelines, and the competitive landscape.
Founded more than three decades ago as an academic organization dedicated to central nervous system (“CNS”) research, we have
translated that knowledge into a global organization with deep expertise across a wide range of therapeutic specialties, as well as full data
services and regulatory advisory and implementation support capabilities. Over the past decade, we have built our scale and capabilities to
become a leading global provider of Phase I to Phase IV clinical development services, as well as a full range of commercialization and other
complementary services. We were established as INC Research in 1998, and our corporate headquarters are located in Morrisville, North
Carolina. INC Research Holdings, Inc. was incorporated in Delaware in August 2010. We changed our name to Syneos Health, Inc. after our
2017 merger (the “Merger”) with Double Eagle Parent, Inc. (“inVentiv”), the parent company of inVentiv Health, Inc.
COVID-19 Pandemic
The ongoing COVID-19 pandemic and associated economic repercussions have significantly impacted, and are expected to continue to
impact, our business and our operations. With the spread of COVID-19 variants, the ongoing impacts of the COVID-19 pandemic could
adversely impact our business and results of operations. See Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K for further
discussion of the potential continued impact of the pandemic on our business.
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Our Market
The market for our solutions is primarily the biopharmaceutical industry that utilizes outsourced clinical drug and medical device development
and commercialization services. We believe we are well-positioned to benefit from the following market trends:
Trends in clinical drug and medical device development. Biopharmaceutical companies continue to prioritize the outsourcing of Phase I
to Phase IV clinical trials to contract research organizations (“CROs”). Several biopharmaceutical industry trends are increasing demand for
outsourced research and development services from CROs:
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Large biopharmaceutical companies (top 50 by prior year research and development (“R&D”) expenditure) rely on CRO
relationships in order to remain flexible and efficient as they seek to reduce costs and accelerate development timelines,
particularly in complex therapeutic areas such as oncology.
Small and mid-sized biopharmaceutical companies typically have limited infrastructure and resources, making them more
likely to outsource their clinical development. While biotechnology funding in 2021 was lighter than the peak experienced in
2020, the funding environment remains robust relative to historical levels. As a result of this increased funding, emerging
biotechnology companies represent a high growth customer segment opportunity within the market.
Phase IV/post-approval/real world evidence represents an increasing area of spending across all customer segments.
We believe that, based on industry sources and management estimates, the Phase I – IV clinical development market for CRO services will
grow at a compound average annual rate of 6% to 8% through 2023, driven by a combination of research and development budget increases
and further outsourcing spend. We estimate the total addressable clinical development market to be approximately $105 billion, of which
$50 billion was outsourced to CROs in 2021.
Trends in commercialization outsourcing. We believe that, based on industry sources and management estimates, the market for
biopharmaceutical commercial outsourcing will grow at a compound average growth rate of approximately 3% to 5% through 2023. We
believe this potential growth is supported by: (i) significant biopharmaceutical sales and marketing budgets; (ii) a continuing shift toward
specialty and more complex therapies requiring more complex and integrated sales and marketing execution; (iii) a robust funding
environment, which provides capital to fuel development and commercialization spending, particularly for small to mid-sized companies; (iv)
the strength of new drug approvals by the U.S. Food and Drug Administration (“FDA”) in recent years; (v) continued political scrutiny of
pharmaceutical pricing, which is intensifying pressure for our customers to further reduce fixed costs by outsourcing; and (vi) an evolving
industry landscape illustrated by a shift to more strategic relationships, particularly where economies of scale can reduce costs.
Increasingly challenging clinical development and commercialization environment. The biopharmaceutical industry is currently facing
a number of challenges, including: (i) margin deterioration; (ii) reimbursement and provider access hurdles; (iii) fewer blockbuster and high
profitability drugs; (iv) continued pressure from generic brand exposure; and (v) the consolidation of payers, healthcare systems, providers,
and pharmacies. These challenges also make it more complicated to engage physicians and patients, making new product launches more
difficult. At the same time, the industry is experiencing growing demand for specialty drugs, pressure to improve R&D productivity, the
transition of the healthcare industry worldwide from a volume-based to a value-based reimbursement structure, and growing political and
pricing pressures. Existing approaches to address these challenges include reducing overhead costs,
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optimizing the deployment of marketing and field assets, and refocusing product portfolios around therapeutic areas with depth of presence
and expanded market access capabilities.
Optimization of biopharmaceutical R&D efficiency. Market forces and healthcare reform, including the Patient Protection and Affordable
Care Act, as amended by the Health Care and Education Reconciliation Act, the 21st Century Cures Act, and other governmental initiatives,
place significant pressure on biopharmaceutical companies to improve cost efficiencies. At the same time, the complexity, size, duration, and
globalization of clinical trials has increased drug development costs. In an effort to reduce these rising costs, biopharmaceutical companies
need to demonstrate a new therapy’s relative improvement in quality, safety, and effectiveness compared to the current standard of care as
early as possible in the development process. Outsourcing to CROs allows biopharmaceutical companies to deploy capital more efficiently,
quickly benefiting from the CROs’ existing infrastructure and therapeutic expertise without having to continuously scale in-house
development resources.
Globalization of clinical trials. Clinical trials have become increasingly global as biopharmaceutical companies seek to accelerate patient
recruitment, particularly within protocol-eligible, treatment-naïve patient populations without co-morbidities that could skew clinical outcomes.
Biopharmaceutical companies are also increasingly seeking to expand the commercial potential of their products by applying for regulatory
approvals in multiple countries, including fast-growing economies that are spending more on healthcare. As part of the biopharmaceutical
approval process in newer markets, especially in certain Asian and emerging markets, regulators now often require clinical trials to include
specific percentages or numbers of people from local populations, resulting in a combination of multinational and domestic clinical trials.
Management of increasingly complex clinical trials. The biopharmaceutical industry operates in an increasingly sophisticated and highly
regulated environment and has responded to the demands of novel therapeutics by adapting efficient drug development processes. Complex
clinical trial design expertise has emerged as a significant competitive advantage for select CROs that have a track record of successfully
navigating country-specific regulatory, clinical trial protocol, and patient enrollment barriers, including sometimes subjective, evolving clinical
endpoints. In addition, the therapeutic areas where we have significant experience and expertise, including neuroscience,
hematology/oncology, and other complex disease areas, often require more complicated protocols than other disease indications. Many of
these studies have longer durations due to these factors, resulting in demand for greater clinical trial proficiency and expertise in these
therapeutic areas, particularly in light of new methods such as the use of biomarkers, gene therapy, and digital therapeutics.
Evolving commercialization outsourcing needs for large versus small to mid-sized biopharmaceutical companies. The needs of
large versus small to mid-sized customers are evolving differently based upon their distinct infrastructure and corporate commercialization
goals. Large biopharmaceutical companies tend to have robust internal resources and generally are seeking to augment these resources
with individual outsourced services on a brand-by-brand basis. Frequently, they are also looking to establish enterprise vendor relationships
with volume considerations to support broader cost savings initiatives. Conversely, small to mid-sized biopharmaceutical companies typically
have limited product portfolios with fewer internal resources and less commercialization experience. As a result, these companies generally
require the full spectrum of commercialization capabilities, what we call full-service commercial solutions. Historically, their only viable
commercialization option was to enter into licensing agreements or a divestiture, which often meant surrendering a significant portion of an
asset’s long-term economic value. However, with today’s funding environment driving sufficient capital for product launch, we believe these
companies are becoming more receptive to commercialization alternatives that allow them to maintain their independence.
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Rapid adoption of remote technology-enabled platforms. Accelerated by the COVID-19 pandemic, we have observed a significant
increase in the adoption of remote and digital solutions to facilitate continued healthcare delivery to patients and support to healthcare
providers (“HCPs”) for our customers’ products. Technology-enabled, insights-powered site- and patient-centric solutions that have been on
the rise include risk-based and remote monitoring, home health, and virtual personal and non-personal outreach to medical facilities and
clinics. In light of these trends, we have continued to invest in our Decentralized Solutions and Kinetic capabilities. Decentralized Solutions
are designed to speed clinical trial data collection, ease site and patient burden, expand available patient populations, and improve patient
diversity. Kinetic is designed to digitally enhance our Commercial Solutions by synchronizing customer engagement across multiple personal
and digital channels to provide real-time performance data and intelligence. In addition to investing in our current technologies, we invested
in new technology and data capabilities in 2021 through our acquisitions of StudyKIK Corporation (“StudyKIK”) and RxDataScience, Inc.
(“RxDataScience”). StudyKIK expands our portfolio of patient-direct, technology-enabled solutions while RxDataScience helps
biopharmaceutical customers solve challenging problems through advanced analytics, data management, and artificial intelligence. As
adoption of remote technology-enabled platforms increases over the longer term, we believe these capabilities provide an opportunity for
improved efficiencies that could help to offset the potential revenue impact from reduced travel and other reimbursable expenses, while
improving access to clinical trials and the health of patients worldwide.
Our Competitive Strengths
Our key competitive strengths are:
Differentiated positioning through our full suite of clinical and commercial services. We believe our customers are facing an
increasingly complex and evolving market where regulatory approval no longer guarantees a successful product launch. To address this
modern market reality, we believe that clinical development and commercial disciplines must work together to accelerate the delivery of
differentiated therapies to the market that meet the needs of patients, healthcare professionals, and payers. As the only company with in-
house capabilities to provide a full suite of integrated clinical development and commercial solutions, we believe we are well-positioned to
successfully navigate this increasingly complex and evolving market for our customers.
Global leadership and experience in biopharmaceutical outsourcing. We believe our scale, global reach, and breadth of services,
coupled with our deep industry expertise and experience, are critical to our customers who are seeking to consolidate their outsourcing to a
smaller set of large global providers. We offer our services through a highly skilled staff of more than 28,000 employees and contingent
workers located in more than 60 countries as of December 31, 2021, and have conducted work in more than 110 countries. In addition, over
the last five years, more than 94% of all new molecular entities approved by the U.S. Food and Drug Administration (“FDA”) and 95% of the
products granted marketing authorization by the European Medicines Agency (“EMA”) have been developed or commercialized with our
support.
Syneos One® represents a unique offering in the market. Our Syneos One® offering coordinates integrated solutions across the full
clinical development and commercialization continuum. This offering provides our small to mid-sized customers with an economic alternative
to divesting, out-licensing, or co-promoting assets, and provides our large biopharmaceutical customers with further opportunity to reduce
their fixed-cost infrastructure, and an alternative approach to developing and promoting their non-core assets. We believe this offering
represents a unique capability in the market that can reduce program risk and optimize clinical development timelines, while maximizing
return on investment.
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Proprietary Methodology – the Trusted Process®. Since 2006, we have used the Trusted Process® to standardize our delivery
methodology in the conduct of clinical trials, which increases our service delivery predictability, accelerates median clinical study start-up time
on new projects, and reduces operational risk. We have recently evolved the Trusted Process to reflect the “product development mindset”
that biopharmaceutical customers are increasingly expecting from a service provider and to provide our customers an operational strategy
best designed to maximize their research and development investments.
Our dedicated Operations Management function defines, maintains, improves, and ensures consistent application of the Trusted Process®
across our global footprint. In addition, it contributes to the absolute reduction of cycle times in critical path milestones, providing greater
operating efficiency, more predictable project schedules, and a reduction in overall delivery timelines. Our metrics-driven Trusted Process®
methodology is divided into four phases:
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PlanActivation® – the design phase, where the objectives are analyzed utilizing our therapeutic and technical subject matter
experience to develop a quality-driven strategy for success;
QuickStart® – the engineering phase, which serves to align the team to the strategy, create shared expectations, and develop
a joint execution plan;
ProgramAccelerate® – the execution and control phase, where we proactively manage conduct. Data is used to ensure
timelines, risks, issues, and quality are actively managed while maintaining positive relationships with all stakeholders; and
QualityFinish® – the closing phase, where we develop a closeout plan that accounts for the remaining deliverables and
provision of actionable data and/or the final product.
While initially developed to better manage clinical trial complexity, the Trusted Process® is also actively deployed in our early phase, real
world and late phase (“RWLP”), functional service provider (“FSP” or “FSP360”), Global Client Solutions, and Syneos One® offerings.
Additionally, it is being adapted and deployed as warranted within our commercial service portfolio to further drive efficiency, consistency, and
quality in our integrated operations.
Functional Service Provider Model. Our FSP360 model provides flexible resourcing solutions in the areas of biostatistics and
programming, data management, drug safety and pharmacovigilance, study start-up, medical writing, clinical monitoring, trial master file
support, and site and investigator payments. Our model includes a comprehensive plan designed to ensure both speed and quality for
operations, relationship management, communication, quality and risk mitigation, and internal processes and tools. We collaborate
extensively across functional teams to ensure customer needs are appropriately identified and supported.
Adding value across the biopharmaceutical product life cycle. We believe our ability to utilize our broad experience, data assets, and
information technology assets across our full suite of services uniquely positions us to provide solutions that help biopharmaceutical
customers optimize execution and reduce costs throughout the product development life cycle using the following capabilities:
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Superior clinical trial design: We believe our expanding clinical and commercial knowledge and our access to electronic
medical records and claims data allows us to expedite the completion of clinical trials without sacrificing quality, improving the
probability of regulatory approval, and subsequent commercial success.
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Enhanced site selection and patient recruitment: We utilize our data assets, behavioral insights, social media, communications
capabilities, and our expanded portfolio of patient-direct, technology-enabled solutions to enhance the speed and success of
site selection and patient recruitment. These capabilities provide additional value with effective patient engagement,
particularly for compliance with protocol requirements, and long-term patient retention.
Proactive pre-launch reimbursement and formulary management: We bridge the gap between clinical development and
commercialization by using insights derived from our diverse capabilities and ability to communicate clinical benefits to payers
and Pharmacy Benefit Managers (“PBMs”) to help optimize reimbursement and patient access.
Effective commercial product launch capabilities: We help our customers navigate the global complexities of launching a
product by orchestrating interconnected work streams to develop and execute an effective product launch strategy that
incorporates current therapeutic insights and market realities.
Full-service commercial: We enable companies to develop, launch, and commercially support their brands by accessing our
comprehensive solutions, and acting as their virtual commercialization infrastructure. In 2021, approximately 33% of our
commercialization customers purchased services from more than one of our commercialization services offerings. These
customers represented approximately 88% of our Commercial Solutions revenue in 2021.
Efficient project ramp-up: We scale clinical or commercial projects rapidly and effectively through our recruiting, training, and
deployment capabilities, leveraging our dedicated recruiting personnel and our proprietary database of approximately 1.1
million industry professionals.
Harmonizing diverse data via Dynamic Assembly® to create “asset customized” insights. Our strategic, capital-efficient approach to
data and technology, Dynamic Assembly®, allows us to quickly address the nuances of each customer challenge from their clinical trial
protocol through to their commercial product launch. Our open, source-agnostic and flexible architecture focuses on integrating quality data
with the insights and best practices we have established during our decades of developing and commercializing biopharmaceutical products.
We have access to significant data assets from a diverse number of sources including a variety of third-party data and technology providers,
as well as our clinical and commercial operations. Our recent acquisitions of StudyKIK and RxDataScience are intended to deliver new
technology-enabled, data-driven insights to customers, helping to improve access to and diversity in clinical trials. Together, our acquisitions
and partnerships with best-of-breed providers for Dynamic Assembly are helping customers harmonize multiple data types and sources, both
structured and unstructured, creating new “asset-customized” data aimed at achieving deeper patient behavioral learnings and insights.
Agile, insights-driven virtual/digital solutions. We believe our innovative digital solutions, underpinned by our unique combination of
therapeutic and behavioral insights, position us to address the evolving market dynamics in which our customers operate. These solutions
include:
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Decentralized Solutions is our clinical model that allows for configurable, decentralized trials using a patient-centric approach
supported by Dynamic Assembly to move beyond traditional trial design. We partner with best of breed technology and data
providers, including some of our own – and leverage our clinical and commercial insights, therapeutic expertise, and
knowledge of the site and patient communities – to design solutions that best fit the needs of a particular customer and
protocol.
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Technology-enabled solutions. These solutions help to drive increased performance in areas like clinical trial diversity,
clinical trial protocol insights, decentralized clinical trials, real world evidence generation, and omnichannel analytics. For
example, Kinetic is designed to optimize HCP engagement and accelerate patient referrals into clinical trials through advanced
targeting and digital capabilities. Kinetic is our modern customer engagement capability that integrates intelligence to
accelerate impact and optimize commercial performance of customer brands. This omnichannel capability enables our field
teams to transition to virtual and hybrid teams, while overlaying new digital capabilities. As adoption of telehealth and digital
channels increases, a greater number of siloed and uncoordinated channels are touching HCPs. This leads to reduced
effectiveness of commercial programs. Kinetic addresses this challenge by deploying advanced targeting, analytics, and the
latest technologies – powered by a team of data scientists and behavioral experts – to create connected intelligence across
channels, platforms, and content. The net result of Kinetic is optimized outcomes for our customers, leveraging the appropriate
combination and timing of communications to drive improved brand performance.
Therapeutic expertise and organizational alignment. We believe our approach for aligning Clinical Solutions business units
therapeutically, particularly local country team alignment of clinical research associates (“CRAs”) by therapeutic area,
differentiates us from our competitors and has played a key role in our growth, ability to win new clinical trials, and the
successful relationships we have developed with clinical research sites. Our therapeutic expertise is managed by our senior
leadership and delivered by our senior scientific and medical staff. Looking ahead, we are strengthening our local country
teams for effective employee engagement while maintaining our advantage of therapeutically aligning CRAs. We believe this
“global to local” therapeutic approach improves the effectiveness and efficiency of our customers’ clinical trials by ensuring that
our clinical staff working at our investigative sites have the therapeutic expertise and experience required to manage clinical
trials. We also believe our specialized therapeutic expertise within our Commercial Solutions segment is unique in our industry
and is becoming increasingly important to our customers as therapies become more complex and targeted. Our experienced
medical and scientific professionals include more than 1,700 employees with M.D.s, Ph.D.s, or Pharm D.s. These employees
apply innovative insights and science to clinical trials as well as to the commercialization of products and support customers
across both our Clinical Solutions and Commercial Solutions segments.
Industry-leading principal investigator and clinical research site relationships. We have extensive, often longstanding relationships
with principal investigators and clinical research sites. We believe quality site relationships are critical for delivering clinical trial results on
time and on budget for our customers. Motivated and engaged investigator sites can facilitate faster patient recruitment, increase retention,
maintain safety, ensure compliance with protocols as well as with local and international regulations, and streamline reporting. We have
dedicated personnel focused on enhancing clinical research site relationships. We work with these sites in collaborative partnerships to
improve cycle times and standardize start-up activities to drive efficiency.
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Diversified customer base with a growing number of preferred provider relationships. We have a customer base of over 800
customers that includes nearly all of the 50 largest global biopharmaceutical companies (based on annual investment in research and
development). Additionally, our customer base is geographically diverse with well-established relationships in the United States (“U.S.”),
Europe, and Asia. We have several customers with whom we have achieved “preferred provider” or strategic alliance relationships. We
define these customers as relationships from which we generate significant revenue and where we have executed master service
agreements in addition to regularly scheduled strategy meetings to discuss the status of our relationship, and for which we serve as a
preferred supplier of services. We have also entered into strategic agreements with small to mid-sized (“SMID”) biopharmaceutical
companies to develop their full portfolio of products from early clinical development through commercialization. We believe these
relationships provide us enhanced opportunities for more business, although they are not a guarantee of future business. Our 2020
acquisition of Synteract further enhanced our leading position for serving customers across the SMID category, diversifying our customer
base and expanding support to the high-growth emerging biopharmaceutical segment. We continue to experience strong SMID demand, as
evidenced by double-digit growth in our request-for-proposal volumes in 2021 as compared to 2020.
Highly experienced management team with a successful track record of delivering growth. We have a dedicated executive
management team with significant experience and knowledge focused on the biopharmaceutical industry. Each member of our leadership
team has 15 years or more of experience, including experience with biopharmaceutical companies, payers, healthcare systems, and
outsourced services providers. This team has successfully grown our company into a leading biopharmaceutical solutions organization
through a combination of organic growth and strategic acquisitions.
Our Business Strategy
Our goal is to increase our market share and improve our market position. We believe our end-to-end product development model, where
clinical insights inform commercialization and commercial insights improve clinical trial design and execution, is unique to the industry. The
key elements of our business strategy include:
Further penetrate the large pharmaceutical market. We believe one of the largest opportunities to increase our market share and improve
our market position is to further penetrate large pharmaceutical companies. Large pharmaceutical companies have increasingly focused on
partnering with larger outsourcing vendors that offer a full suite of service capabilities. We have invested in expanding our global scale,
breadth of services, and infrastructure to build up our service capabilities for this customer sector.
Continued penetration of the small and mid-sized biopharmaceutical market. We are a leader in the small and mid-sized
biopharmaceutical market, which is the fastest growing segment of the market, and we believe there is further opportunity to grow this
segment. Our 2020 acquisition of Synteract further enhanced our leading position for serving SMID customers, diversifying our customer
base and expanding support to high-growth emerging biopharmaceutical companies. Small and mid-sized biopharmaceutical companies
typically have fewer internal resources, less existing infrastructure, and less clinical development and commercialization experience. This
customer segment is attracted to our full suite of clinical and commercialization services, our Syneos One® offering, our therapeutic expertise
and organizational alignment down to the CRA level, and our Trusted Process® operating model.
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Bring differentiated solutions to the market and increase cross-selling opportunities. We believe we are uniquely positioned to
address our customers’ evolving needs as the only fully integrated provider of a full suite of services across the product development
continuum. Our breadth of services enables us to provide customized solutions designed to successfully accelerate the time to market for our
customers’ clinical or commercial projects. We believe sharing commercial insights during the early phases of clinical trials can lead to better
informed decisions around clinical trial design and strategies. Similarly, we believe our therapeutic and clinical trial expertise can lead to
improved decisions about regulatory and payer approvals, market access, reimbursement and formulary inclusion, field team development,
and other steps that are critical to the commercial success of our customers.
We believe that we have substantial opportunities to expand the reach of services that we provide to our existing customers. Given our past
success in expanding the scope of services provided to current customers, we intend to further expand our business with our existing
customers by cross-selling additional clinical and commercial services.
Strengthen our geographic footprint. We have developed a global platform with a presence in all of the major biopharmaceutical markets
and intend to further expand our business outside of the U.S., targeting regions where we are underpenetrated and that offer significant
growth opportunities. We have expanded our capabilities, existing relationships, and local regulatory knowledge, which we believe will
continue to position us well for new customer wins in a wide array of markets. We have added geographic reach through both acquisitions
and organic growth in areas such as Asia-Pacific, Latin America, the Middle East and Africa, and Europe, which we believe is critical to
obtaining business awards from large and mid-sized biopharmaceutical companies. We may also selectively identify and acquire
complementary businesses to enhance our services, capabilities, and geographic presence.
Capitalize on industry trends favoring outsourcing. Our Clinical Solutions and Commercial Solutions segments are benefiting from
specific industry trends that are expected to drive attractive growth rates. Global demand for biopharmaceutical products continues to
increase, driven by expanding access to healthcare, increasing life expectancy, and the growing prevalence of chronic conditions in both
developed and emerging markets. However, higher costs and increased complexity are driving our customers to seek efficiency and
expertise through outsourcing services. We believe outsourcing both clinical development and commercialization services optimizes returns
on invested R&D for biopharmaceutical companies. Further, as business models continue to evolve in the healthcare sector, we believe that
the rate of commercial outsourcing may follow a similar long-term path as that of the clinical development market.
Drive acceleration of commercial outsourcing with our Syneos One® offering. We believe regulatory approval is only the first step
towards a successful outcome, as our customers cannot earn a positive economic return for their asset until they achieve significant adoption
in the commercial marketplace. We believe our Syneos One® offering is uniquely positioned to determine the appropriate mix of clinical and
commercial solutions to help customers optimize the development process of their products and maximize the return on their investment. In
addition, Syneos One® enables multiple selling points along the operational timeline of product development. The need for a full suite of
product development services is particularly strong with our small to mid-sized customers in the near-term, given their increased access to
funding to bring a product to the market coupled with their limited internal resources. Large biopharmaceutical companies may represent a
long-term opportunity if market pressures to reduce fixed-cost infrastructures further intensify. Given our strong relationships in both customer
segments and our breadth of services, including our focus on Medical Affairs, we believe we are well positioned to capitalize on the needs of
both customer types.
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Meet demand for comprehensive commercialization solutions. Customer preference and the complexity of product development in the
modern market is creating increasing demand for a full-service experience for commercial customers. We believe a move to more integrated
outsourcing will drive future growth and further diversify our revenue and backlog. This full-service model creates a collaborative relationship,
allowing for solutions that incorporate data and insights to drive patient-centric approaches. This combination helps achieve the customer’s
goal of maximizing product performance while diversifying our Commercial portfolio, which we believe can drive more predictable revenue.
Successfully acquire and integrate companies and evaluate and pursue other strategic initiatives to augment our organic growth.
As part of our ongoing business strategy, we regularly evaluate new opportunities for growth through strategic initiatives, including potential
acquisitions, investments, dispositions, or other transformative transactions.
We closed the following strategic acquisitions during 2021:
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StudyKIK, a leading clinical trial recruitment and retention company, expanding our portfolio of patient-direct, technology-
enabled solutions. StudyKIK supports patient recruitment, patient retention, eConsent Solutions, Telemedicine Video Calling,
and study companion mobile applications to expedite clinical trials, which we believe will result in benefits to customers
including accelerated patient enrollment and retention, extensive patient population-based insights, improved site, sponsor,
and physician experiences, and reduced patient burden.
RxDataScience, a specialist organization that helps biopharmaceutical customers solve challenging problems through
advanced analytics, data management, and artificial intelligence. RxDataScience is well aligned to our lab to life model offering
advanced analytic solutions across the entire product development spectrum from clinical through commercial.
Over the past decade, we have developed a systematic approach for integrating strategic and tuck-in acquisitions. These acquisitions have
enabled us to provide fully integrated clinical and commercial solutions and expand our global service offerings while also allowing us to
achieve significant synergies and cost reductions. We intend to continue evaluating selective strategic growth opportunities that we believe
will enhance our services offerings and geographic presence and thereby create value for our shareholders.
Continue to enhance our Trusted Process® methodology to deliver superior outcomes. We intend to continue the development and
enhancement of our Trusted Process® methodology, which has delivered measurable, beneficial results for our customers and provides
actionable data that can expedite drug development decisions. While originally developed through years of experience and refinement in our
Clinical Solutions segment, we are proactively evaluating opportunities to also deploy the Trusted Process® within our RWLP, FSP360 and
Syneos One® offerings and is being adapted and deployed as warranted across our commercial service portfolio to further drive efficiency,
consistency, and quality in our integrated operations. We believe our Trusted Process® will continue to lead to high levels of customer
satisfaction, particularly as we evolve to a product life cycle operating model.
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Our Services
We provide services through two reportable segments: Clinical Solutions and Commercial Solutions. Each reportable segment provides
multiple service offerings that – when combined through the sharing of critical insights and data – creates a fully-integrated
biopharmaceutical outsourced services provider. Our Clinical Solutions segment offers a variety of clinical development services spanning
Phase I to Phase IV, including full-service global studies, unbundled service offerings, and real world evidence studies. Our Commercial
Solutions segment provides customers with the full range of commercialization solutions, which include specialized field teams,
communications solutions (advertising, public relations, and medical communications), and consulting services.
Clinical Solutions
Our extensive range of clinical solutions supports the entire clinical development process from Phase I to Phase IV and allows us to offer our
customers an integrated suite of investigative site support and clinical development services. We offer these services across a wide variety of
therapeutic areas with deep clinical expertise for Phase I to Phase IV clinical trials. We have particular strengths in the complex therapeutic
areas such as neuroscience and hematology/oncology with the latter representing the largest and fastest growing therapeutic area. We
provide total biopharmaceutical program development through our full-service platform, while also providing discrete services for any part of
a trial, primarily through our FSP360 group. The combination of service area experts and the depth of clinical capability allows for enhanced
protocol design and actionable clinical trial data. Importantly, all of our services in Clinical Solutions operate with the discipline of the Trusted
Process®. Our comprehensive suite of clinical development services and delivery platforms includes:
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Full-service Clinical Development
Our full-service clinical development offering provides comprehensive solutions to address the clinical development needs of our customers
for Phase I to Phase IV clinical trials. Our solutions can be delivered on a full-service project basis, on a functional or resource basis (see
FSP360 below), or through a hybrid approach depending on the needs of our customers. We are able to customize our services to provide
customers support within an individual clinical study, a single function, multiple functions within a single therapeutic area, or across a
customer’s entire product portfolio. Our comprehensive suite of clinical development services includes the following, among others:
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Patient Recruitment and Retention. Our patient recruitment services group helps identify and manage appropriate vendors,
focuses on patient recruitment and retention strategies by utilizing our patient-direct, technology-enabled solutions, and acts
as a liaison to media outlets and other vendors. These services also provide significant value for patient engagement and
long-term retention throughout the conduct of a trial.
Site Start-Up. Our site start-up team helps maximize the enrollment period of the study by arranging applicable regulatory
authority and ethics committee approvals, site contract negotiations, regulatory authority submissions, and the corresponding
oversight of those activities.
Project Management. Our project managers and directors provide customer-focused leadership in managing clinical trials and
are accountable for the successful execution of all assigned projects, where success includes on-time, on-budget, and high
quality results that lead to satisfied customers. Project managers and directors have the skills, education, experience, and
training to support the successful conduct of clinical trials.
Clinical Monitoring. Our CRAs oversee the conduct of a clinical trial by working with and monitoring clinical research sites to
ensure the quality of the clinical data being gathered by the sites. The clinical monitor ensures the clinical trial is conducted
according to Good Clinical Practice (“GCP”), International Conference on Harmonisation (“ICH”) guidelines, and local
regulations, to meet the customers’ and regulatory authorities’ requirements according to the study protocol. CRAs engage
with clinical research sites in site initiation, training, and patient recruitment. We deploy and manage CRAs in all regions of the
globe.
Decentralized Solutions. The COVID-19 pandemic has accelerated the adoption of remote engagement with sites and
patients, creating increased demand for decentralized solutions capabilities, including the provision of mobile research nursing
clinical trial services. This is an area we invested in both before and during the pandemic, allowing us to quickly respond to
demand. Our approach brings together our experts, data, process, and technology to create fit-for-purpose solutions to
address the nuances of each study. This approach delivers on our goal of achieving decentralized clinical trial operations
supporting sites and patients, focused on patient recruitment and retention, engagement, improved access, and patient
diversity.
Drug Safety/Pharmacovigilance. Our drug safety teams are strategically located across the U.S., Europe, Latin America, and
Asia-Pacific. We provide global drug safety expertise in all phases of clinical research for serious adverse event/adverse event
collection, evaluation, classification, reporting, reconciliation, post-marketing safety, and pharmacovigilance.
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Quality Assurance. Quality control steps are built into all of our processes. We have an independent quality assurance
department that, in addition to conducting independent audits of all ongoing projects and processes as part of our internal
quality assurance program, offers quality assurance services to customers, including audits of clinical research sites and of
various vendors to the clinical research industry, mock regulatory inspections and clinical research site inspection-readiness
training, standard operating procedure development, and quality assurance program development/consultation.
Regulatory and Medical Writing. We offer regulatory and medical writing expertise across the entire biopharmaceutical product
life cycle. Our team has hands-on regulatory and medical writing knowledge gained through experience from working in large
biopharmaceutical companies, as well as high-growth, small and mid-sized biopharmaceutical companies, CROs, and the
FDA. Additionally, each member is trained in FDA regulations, including GCP/standard operating practice compliance
guidelines and guidelines established by the ICH.
Clinical Data Management. Our clinical data management services allow us to confirm that the clinical trial database is ready,
accurately populated, and locked in an expeditious manner, with verification and validation procedures throughout every phase
of a clinical trial. This processing is done in synchronization with the clinical team, utilizing the information provided from the
clinical trial to help ensure efficient processes are employed, regardless of the data collection method used.
Electronic Data Capture. To compete in today’s changing global drug and device development environment, companies must
collect and distribute data faster than ever. We have the ability to manage electronic data capture (“EDC”) systems and
processes to help our customers take advantage of the efficiencies available through EDC, which include improved access to
data, reduced cycle time, increased productivity, and improved relationships with customers, vendors, and other parties.
Biostatistics. Our biostatistics team has a depth of experience with the FDA and EMA that allows our teams to provide
customers with guidance on building a statistical plan to meet regulatory and safety requirements as well as a careful analysis
of the resulting study data. In addition, we provide support for independent drug safety monitoring boards and a full range of
related services. Our biostatisticians are also heavily involved in our Trusted Process® methodology, so that protocol and
project development can be grounded in advanced statistical methodology. As part of a project team, our biostatisticians can
provide data oversight throughout a clinical trial and address any data or data handling issues that may arise.
FSP360
Our FSP360 offering helps sponsors review their approach to key functional areas of clinical research, specifically those areas not core to
their clinical development business or in areas where they need to augment internal resources. We are able to customize our full-service
offering to provide customers support within an individual clinical study, a single function, multiple functions within a single therapeutic area,
or across a customer’s entire product portfolio. Any of our full-service clinical solutions outlined above can be delivered on an unbundled or
functional basis or on a hybrid approach, based on our customers’ specific needs. We currently operate FSP360 hubs in North America,
South America, Europe, and Asia.
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Early Phase
Our early phase offering provides a full range of services for Phase I to Phase IIA clinical trial conduct, bioanalytical assay development and
analysis, targeted translational science offerings, and clinical pharmacology services, including modeling and simulation. We also provide
validation and sample analysis services from pre-clinical development through post-marketing support and purpose-built early phase
biometrics support from North America and India. We conduct clinical trial studies at our facilities located in Quebec City, Canada, and Miami,
Florida. We have extensive experience in first-in-human, proof-of concept, bioequivalence and bioavailability, biosimilars, and clinical
pharmacology study conduct. We collaborate with leading hospitals for the conduct of early development and clinical pharmacology studies
that require access to patients. We have a large base of available subjects, including patient populations with specific medical conditions,
and healthy volunteers, which provide efficient and rapid patient recruitment. Furthermore, we can also provide early stage and clinical
pharmacology studies through our Asia-Pacific Catalyst Model with Phase I to Phase IIA conduct capabilities in Australia, New Zealand,
South Korea, and Japan.
Our two bioanalytical laboratories located in Quebec City, Canada and Princeton, New Jersey have extensive experience in method
development, validation, and bioanalytical analysis support for both small molecule therapeutics and biologics using a variety of analytical
techniques and instrumentation platforms, as well as the provision of critical reagents handling services for biologics.
Real World Evidence and Late Phase Services
Our RWLP group conducts studies to understand how a treatment, service, or method of delivering care works when applied in real world,
clinical practice environments. Because real world evidence (“RWE”) provides both clinical and commercial benefits, adding value for
customers across the product life cycle, our end-to-end model position allows us to uniquely provide value to our customers in this space.
The market for these services is increasing as regulatory changes are encouraging the use of RWE and payers are demanding these
outcomes. Customers are using RWE to supplement clinical efficacy and safety data, to build a value story and in designing and
implementing a successful commercialization strategy. RWE shows relatively low levels of outsourcing penetration, offering a growth
opportunity for us.
We provide both consultative and operational expertise to our customers in real world data generation, from concept through core
development, launch, and commercialization. This is informed by our Dynamic Assembly platform, which allows us to expand our data
access and analytic capabilities, enhancing our ability to help customers demonstrate product value. By utilizing our successful drug life cycle
management, we ensure we partner with our customers to gain better outcomes for patients, physicians, payers, and regulators. These
services allow our customers to make timely and cost-effective advances in clinical treatment by providing data about actual experience of
doctors and patients outside of the regulated environment of clinical development. The data and insights from our experience across the
commercialization spectrum inform the design and conduct of these studies. Our services include patient registries, surveillance and
observational studies, patient/health outcomes research, and economic studies.
Commercial Solutions
Our Commercial Solutions segment provides a broad suite of complementary commercialization services including specialized field teams,
communications solutions (advertising, public relations, and medical communications), and consulting services. Additionally, these
capabilities provide behavioral and patient insights used by our Clinical Solutions segment to design smarter clinical trials and to accelerate
patient recruitment. Our comprehensive capabilities portfolio also allows us to provide full-service commercialization. This integrated
approach allows us to maximize product or portfolio performance for customers, by sharing insights and expertise across the integrated
commercial outsourcing team.
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These services are enhanced by our Kinetic offering, our modern customer engagement capability. We use an intelligent and data-enabled
approach to digitally enhance our Commercial Solutions by understanding the audiences for our customers’ products, synchronizing their
experiences across multiple personal and digital channels and decoding the performance of these interactions to adapt in real-time.
Deployment Solutions
Deployment Solutions include field-based promotional and market access solutions, field-based clinical solutions, inside sales and contact
center, insight and strategy design, patient support services, training, talent sourcing, and end-to-end sales operations. We provide contract
field promotion teams with a broad array of capabilities, support services, and non-personal engagement solutions including tele-detailing
and electronic detailing (“e-detailing”). Our field-based promotional teams are supported by recruiting and training capabilities, clinical and
scientific professionals who advocate for and inform markets of novel therapies, and our customized patient behavioral models built on our
proprietary insights and data-driven analytics. Services offered include market research, commercial analytics, managed markets access,
biotechnology and specialty managed markets, and full-service commercialization. Our field promotion teams can be supported by our
communications and consulting services.
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Value Access and Medical Teams. We are a leading provider of outsourced Value Access and Medical Team solutions to the
biopharmaceutical industry. Our Teams – consisting of Field Reimbursement and Market Access Specialists, Medical Science
Liaisons (“MSLs”), Contract US Medical Directors, and/or Nurse Educators – educate healthcare professionals, patients,
advocacy organizations, and others with evidence-based scientific and practical information about disease states, current
treatments, reimbursement, access, and the use of customers’ products.
Promotional Field Teams and Support. We are an industry leader in providing scalable capabilities to recruit, train, target,
deploy, and support successful biopharmaceutical sales teams. As one of the largest providers of outsourced sales teams and
sales solutions to the healthcare industry, we have well-established flexible processes and infrastructure to efficiently build,
scale, deploy, execute, and retain high-performing field sales teams.
Commercial Recruiting Solutions. We are a market leading recruiting partner to the commercial life science industry based on
our experience, branding capabilities, talent assessment process, and our proprietary talent database of the top MSL, Nurse
Educator, Sales, Sales Management, and Market Access performers.
Training and Learning Solutions. We are a full-service provider of practical, high-impact training solutions that combine
assessment, instructional design expertise, delivery services, interactive technologies, and deep subject matter expertise to
assist customers globally in achieving business results.
Operations Support Services. We offer comprehensive, best-in-class operations support services that include field automation
hardware/software, data management, targeting and alignment, analytics and reporting, incentive plan design and
implementation, quality management, and help desk. These capabilities are used both individually and collectively to ensure
that our deployed field teams perform optimally, respond rapidly to changing marketplace dynamics, and continuously
improve.
Digital Enhancement. Our Deployment Solutions offerings leverage Kinetic to enhance established relationships. The
relationships between HCPs and our field representatives remain central to the customer experience. However, Kinetic allows
us to create virtually-enabled representatives, especially important for continuity during the pandemic, while overlaying new
digital capabilities to optimize brand performance.
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Communications Services
Our healthcare focused communications services offering provides advertising, public relations, interactive digital strategies, branding and
identity consulting services, and medical communications and education services. These services are scalable, as we can support product
commercialization both domestically and internationally. Communications services are deployed throughout a product’s existence, beginning
well before commercial launch, encompassing regulatory approval and market introduction, and continuing throughout the life of a product.
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Healthcare Advertising. We are one of the largest independent global communications groups in the world. Our advertising
teams are immersed in healthcare data and connected to frontline experts who help them delve deeply into the real-life
experience of healthcare, harvesting insights to create optimal communications strategies. We help our customers navigate
the most critical challenges in healthcare, including, but not limited to, brand launch, utilization of mass and personalized
media, advertising content creation and campaigns, patient analysis, disease state campaigns, and market perception
analysis. Our advertising teams have deep therapeutic expertise, with agencies solely dedicated to oncology, chronic disease
care and activation, biologics, and industry innovation.
Public Relations. Our Public Relations teams develop creative campaigns grounded in deep customer insight and integrated
under a multi-channel strategy. These programs raise awareness and produce meaningful, measurable behavior change
among audiences. With a diverse set of healthcare communications specialties under one umbrella, we deliver integrated
advice and expert insight from a variety of strategic perspectives. We offer best-in-class capabilities spanning public relations,
digital and social media, medical and scientific education, and research and analytics. Our teams create communications that
enhance brand perception, drive engagement, and activate behavior shifts.
Medical Communications. Medical Communications helps our customers to frame their product position in a way that clinicians
will find relevant, and creates strategies, campaigns, and tactics to help these stakeholders at the right time, with the right
content. Our Medical Communications team provides support through strategic planning, publication planning, content
development, and peer-to-peer education.
Consulting Services
Our consulting services support critical decision points during a biopharmaceutical product’s life cycle, from licensing, to product and portfolio
strategy development, to drug commercialization. Consulting services include commercial strategy development and planning, pricing and
market access, medical affairs advisory, quality management and regulatory advisory, and risk and program management. We offer
specialized practices in business development, managed markets, and brand management, including strategic product launch planning.
Consulting services teams generate insights and solutions developed from their deep, functional knowledge of our customers’ core business.
These services are centered on maximizing the commercial value of a client’s product pipeline, helping clinical leaders better deploy strategic
resources, improve efficiency, and enhance the effectiveness of marketing and sales activities. Our overall consulting services capabilities
include the following:
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Commercial Strategy Development and Planning. Our strategic consulting group offers advisory services that include strategic
drug development, clinical development plans, registration strategies, exit strategies, transitional clarity, good clinical practice
compliance strategies, clinical operations optimization, pricing and reimbursement, and due diligence.
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Pricing and Market Access. Our team offers a full spectrum of market access solutions and services, including market
assessment and analysis, comparative effectiveness research, pricing reimbursement, patient assistance services, and
legislative and regulatory analysis.
Medical Affairs Advisory. Our Medical Affairs Advisory team assesses where customers are in their medical transformation by
helping them identify their competitive position, prioritize their needs, understand their brand perception, and inform their
market engagement strategy.
Quality Management and Regulatory Compliance Advisory. Our quality and compliance team delivers independent quality
management services through audit, inspection, and implementation services, and assists our customers with developing and
executing a clinical regulatory strategy through our Regulatory Content and Submission Management Services.
Risk and Program Management. Our communications consultants provide advice and subject matter expertise for risk
evaluation on medicine affordability, compassionate use, and litigation and access barriers. We provide an evidence-based
approach to ensure policy, patient, and provider acceptance on price, use best practices for how life sciences companies can
deploy effective preventative strategies, implement compliance strategies to prepare for expanded access and compassionate
use inquiries, and execute an Institute for Clinical and Economic Review strategy to demonstrate product value.
Customers
We have a well-diversified customer base of over 800 customers that includes nearly all of the world’s largest biopharmaceutical companies,
which we define as the top 50 biopharmaceutical companies measured by annual R&D spend, as well as numerous emerging and specialty
biotechnology companies, medical device and diagnostics companies. We are diversified across our segments, deriving 77% and 23% of our
revenue during 2021 from our Clinical Solutions and Commercial Solutions segments, respectively.
For the year ended December 31, 2021, our revenue attributable to large biopharmaceutical companies represented approximately 49% of
our total revenue and revenue attributable to small and mid-sized biopharmaceutical companies represented approximately 51%.
Additionally, we serve customers in a variety of locations throughout the world, with approximately 60% of our 2021 revenue generated from
work performed in the U.S. and Canada; 26% from Europe, the Middle East, and Africa; 11% from Asia-Pacific; and 3% from Latin America.
This diversification allows us to grow our business in multiple customer segments and geographies.
Our top five customers accounted for approximately 22% of our revenue in 2021. Among the majority of our customers, revenue is diversified
by multiple projects and services. We believe that the tenure of our customer relationships as well as the depth of penetration of our services
reflects our strong reputation and track record. We believe we are uniquely positioned to further penetrate our existing customer base and
expand our services across the biopharmaceutical industry, as a significant number of the top 50 biopharmaceutical companies utilize both
our clinical and commercial services.
Sales and Marketing
Our global team of business development professionals and support staff identifies needs, designs solutions, and promotes our services to
the biopharmaceutical, biotechnology, and medical device industries. In addition to significant customer engagement and development
experience, many of these individuals have technical and scientific backgrounds.
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Our business development organization works with our leadership team to identify, develop, and maintain key customer relationships in
addition to new business development activities. Teams use an integrated, customer-focused approach to develop joint engagement plans
for key accounts. For many of our largest customer relationships, dedicated strategic account management teams under our Global Client
Solutions and Syneos One® groups provide account leadership to meet financial goals, align delivery with strategic goals, and promote
innovation. These teams are directly accountable for gross business award growth in our largest accounts by creating a differentiated
customer experience, which is a key aspect of our growth strategy to improve patient access to new medicines by unleashing the power of
our product development mindset and approach that drives value for patients and our customers.
The global reach and strong operational experience of our business development personnel ensure project demands are fulfilled. In general,
each business development employee is responsible for a specific customer segment and for strengthening and expanding customer
relationships. Each individual is responsible for developing a customer base, responding to customer requests for information, developing
and defending proposals, and presenting to customers.
Competition
We operate in a number of highly competitive markets. Our competitors include a variety of companies providing services to the
biopharmaceutical industry, including large CROs and smaller specialty CROs, large global communications holding companies, smaller
specialized communications agencies, contract sales organizations, and a wide range of consulting companies. Both of our reportable
segments face distinct competitors within the markets they serve. Notwithstanding competitive factors, we believe that our deep therapeutic
expertise, global reach, integrated model, and operational strengths differentiate us from our competitors across both of our segments.
Clinical Solutions
Our Clinical Solutions segment competes primarily against other full-service CROs and services provided by in-house R&D departments of
biopharmaceutical companies, universities, and teaching hospitals. Although the CRO industry has experienced increased consolidation in
the past several years, the landscape remains fragmented. We generally compete on the basis of the following factors:
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experience within specific therapeutic areas;
the quality and availability of staff and services;
the range of services provided;
the ability to recruit principal investigators and patients into studies expeditiously;
the ability to organize and manage large-scale, global clinical trials;
an international presence with strategically located facilities;
medical database management capabilities;
the ability to deploy and integrate IT systems to improve the efficiency of contract research;
experience with a particular customer;
the ability to form strategic partnerships;
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speed to completion;
financial strength and stability;
price; and
overall value.
Commercial Solutions
Our Commercial Solutions segment competes primarily against the in-house sales and marketing departments of biopharmaceutical
companies, other contract pharmaceutical sales and service organizations, communications holding companies and specialized agencies,
and consulting firms. We generally compete on the basis of the following factors:
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experience within the specific therapeutic area;
quality of the staff and services;
creativity of the proposed solution;
perceived “chemistry” with the staff to be deployed;
previous experience with a particular customer;
price; and
overall value.
Government Regulation
The biopharmaceutical industry is subject to a high degree of governmental regulation in both domestic and international markets.
Regardless of the country or region in which approval is being sought, before a marketing application for a drug is ready for submission to
regulatory authorities, the candidate drug must undergo rigorous testing in pre-clinical studies and clinical trials. The clinical trial process
must be conducted in accordance with the Federal Food, Drug and Cosmetic Act in the U.S. and similar laws and regulations in the relevant
foreign jurisdictions (e.g., the European Union Clinical Trial Regulation). These laws and regulations require the candidate drug to be tested
and studied in certain ways prior to submission for approval.
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Regulation of Our Clinical Solutions Segment
In the U.S., the FDA regulates the conduct of clinical trials of drug products in human subjects, and the form and content of regulatory
applications. The FDA also regulates the development, approval, manufacture, safety, labeling, storage, record keeping, import, export,
distribution, advertising, sale, and marketing of drug products. The FDA has similar authority and similar requirements with respect to the
clinical testing of biological products and medical devices. In the EU and other jurisdictions where our customers intend to apply for
marketing authorization (of drug products) or seek certification (of medical devices), similar laws and regulations apply. Within the EU, these
requirements are enforced by the EMA and competent authorities of the EU member states. Additional national requirements vary slightly
from one member state to another. In Canada, clinical trials are regulated by the Health Products Food Branch of Health Canada as well as
provincial regulations. Similar requirements also apply in other jurisdictions, including Australia, Japan, and other Asian countries, where we
operate or where our customers intend to apply for marketing authorization. Sponsors of clinical trials also follow the International Council for
Harmonisation (“ICH”) Good Clinical Practice (“GCP”) guidelines, which are enforced by the FDA and other comparable regulatory
authorities, and may be amended from time to time.
Our services are subject to various regulatory requirements designed to ensure the quality and integrity of the clinical trial process. In the
U.S., we must perform our clinical development services in compliance with applicable laws, rules and regulations, including GCP and Good
Pharmacovigilance Practice, which govern, among other things, the design, conduct, performance, monitoring, auditing, recording, analysis,
and reporting of clinical trials. Before a human clinical trial may begin, the manufacturer or sponsor of the investigational drug or biologic
must file an investigational new drug application (“IND”) with the FDA, which contains, among other things, the results of pre-clinical tests,
manufacturing information, and other analytical data. A separate submission to an existing IND must also be made for each successive
clinical trial conducted during product development. Each clinical trial conducted in the U.S. must be conducted pursuant to, and in
accordance with, an effective IND. In addition, under GCP regulations, each human clinical trial we conduct is subject to the oversight of an
independent institutional review board (“IRB”) which is an independent committee that has the regulatory authority to review, approve and
monitor a clinical trial. The FDA, the IRB, or the sponsor may suspend or terminate a clinical trial at any time on various grounds, including a
finding that the study subjects are being exposed to an unacceptable health risk.
Clinical trials conducted outside the U.S. are subject to the laws and regulations of the country where the trials are conducted. These laws
and regulations might not be similar to the laws and regulations administered by the FDA and other laws and regulations regarding the
protection of patient safety and privacy and the control of study pharmaceuticals, medical devices or other study materials. Studies
conducted outside the U.S. can also be subject to regulation by the FDA if the studies are conducted pursuant to an IND, or in the case of a
medical device, an investigational device exemption. It is the responsibility of the study sponsor or the parties conducting the studies to
ensure that all applicable legal and regulatory requirements are fulfilled.
In order to comply with GCP and other regulations, we must, among other things:
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•
comply with specific requirements governing the selection of qualified principal investigators and clinical research sites;
obtain specific written commitments from principal investigators;
obtain review, approval, and supervision of the clinical trials by an IRB or ethics committee;
obtain favorable opinion from regulatory agencies to commence a clinical trial;
verify that appropriate patient informed consents are obtained before the patient participates in a clinical trial;
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•
ensure that adverse drug reactions resulting from the administration of a drug or biologic during a clinical trial are medically
evaluated and reported in a timely manner;
monitor the validity and accuracy of data;
monitor drug, biologic or device accountability at clinical research sites; and
verify that principal investigators and study staff maintain records and reports and permit appropriate governmental authorities
access to data for review.
Similar regulations and guidelines exist in various states and in other countries. In the EU, similarly to the U.S., the various phases of non-
clinical and clinical research are subject to significant regulatory controls. Clinical trials of medicinal products must be conducted in
accordance with EU and national regulations and the ICH guidelines on GCP, as well as the applicable regulatory requirements and the
ethical principles that have their origin in the Declaration of Helsinki. If the sponsor of a clinical trial is not established within the EU, it must
appoint an EU entity to act as its legal representative.
The regulatory landscape related to clinical trials in the EU has been subject to recent changes. The EU Clinical Trials Regulation (“CTR”),
which was adopted in April 2014 and repeals the EU Clinical Trials Directive, became applicable on January 31, 2022. Unlike directives, the
CTR is directly applicable in all EU member states, as well as Norway, Liechtenstein and Iceland, without the need for member states to
further implement it into national law. The CTR notably harmonizes the assessment and supervision processes for clinical trials throughout
the EU via a Clinical Trials Information System, which contains a centralized EU portal and database.
The United Kingdom (“UK”) left the EU on January 31, 2020, following which existing EU medicinal product legislation continued to apply in
the UK during the transition period under the terms of the EU-UK Withdrawal Agreement. As of January 1, 2021, the Medicines and
Healthcare products Regulatory Agency (“MHRA”) is the UK’s standalone medicines and medical devices regulator. MHRA seeks to amend
the UK Medical Devices Regulations 2002 (which are based on EU legislation), in particular to create new access pathways to support
innovation, create an innovative framework for regulating software and artificial intelligence as medical devices, reform in vitro diagnostics
regulation, and foster sustainability through the reuse and remanufacture of medical devices. The new regime is expected to come into force
in July 2023, coinciding with the end of the acceptance period for EU CE marks in Great Britain, subject to appropriate transitional
arrangements.
We may be subject to regulatory action if we fail to comply with applicable rules and regulations. Failure to comply with certain regulations
can also result in the termination of ongoing research and disqualification of data collected during the clinical trials. For example, violations of
GCP could result, depending on the nature of the violation and the type of product involved, in the issuance of a warning letter, suspension or
termination of a clinical study, refusal of the FDA or other comparable regulatory authorities to approve clinical trial or marketing applications
or withdrawal of such applications, injunction, seizure of investigational products, civil penalties, criminal prosecutions, or debarment from
assisting in the submission of new drug applications. See Part I, Item 1A, “Risk Factors – Risks Related to Our Business – If we fail to
perform our services in accordance with contractual requirements, regulatory requirements, and ethical considerations, we could be subject
to significant costs or liability and our reputation could be harmed.”
We monitor our clinical trials to test for compliance with applicable laws and regulations in the U.S and the foreign jurisdictions in which we
operate. We have adopted standard operating procedures that are designed to satisfy regulatory requirements and serve as a mechanism for
controlling and enhancing the quality of our clinical trials. In the U.S. and in foreign jurisdictions where we operate, our procedures were
developed to ensure compliance with GCP and associated guidelines.
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In addition to its comprehensive regulation of safety in the workplace, the U.S. Occupational Safety and Health Administration has
established extensive requirements relating to workplace safety for healthcare employers whose workers might be exposed to blood-borne
pathogens such as HIV and the hepatitis virus. Furthermore, certain employees might have to receive initial and periodic training to ensure
compliance with applicable hazardous materials regulations and health and safety guidelines. We are subject to similar regulations in
Canada and Spain.
Regulation of Our Commercial Solutions Segment
The safety of medicines continues to be monitored after drug product approvals and throughout their use in healthcare practice. Post-
marketing safety surveillance is therefore also subject to FDA regulations as well as the EU Pharmacovigilance Legislation and other
countries’ regulations.
In addition, our field personnel are subject to all laws, rules and regulations governing the promotion of pharmaceutical products in the U.S.
and in every other country where such personnel perform work. In particular, these rules and regulations include limitations on the indications
for which a product may be promoted and on promotional spending. Additionally, these laws, rules and regulations govern the manner in
which the product may be promoted, and the scientific exchange of information related to the product. Violations of these rules may leave us
at risk of direct regulatory enforcement action and/or cause us to be in breach of contract with our customers.
Some of our field personnel handle and distribute samples of pharmaceutical products. In the U.S., the handling and distribution of
prescription drug product samples are subject to regulation under the Prescription Drug Marketing Act and other applicable federal, state and
local laws and regulations and other countries may have similar laws or regulations. These laws and regulations regulate the distribution of
drug samples by mandating procedures for storage and record-keeping requirements for drug samples and ban the purchase or sale of drug
samples. Further, we must comply with the requirements of the U.S. Drug Enforcement Administration, which regulates the distribution,
record-keeping, handling, security, and disposal of controlled substances.
Our communications solutions offerings are subject to all regulatory risks applicable to similar communications businesses as well as risks
that relate specifically to the provision of these services to the biopharmaceutical industry. Such regulatory risks include enforcement by the
FDA and the Federal Trade Commission in the U.S., Health Canada, the Department of Health in the UK, competent authorities of the EU
member states, as well as state agencies and other foreign regulators enforcing laws relating to product advertising, false advertising, and
unfair and deceptive trade practices. In addition to enforcement actions initiated by government agencies, there has been an increasing
tendency in the U.S. and in foreign jurisdictions among biopharmaceutical companies to resort to the courts and industry and self-regulatory
bodies to challenge comparative prescription drug advertising on the grounds that the advertising is false and deceptive. There continues to
be an expansion of specific rules, prohibitions, media restrictions, labeling disclosures, and warning requirements with respect to the
advertising for certain products.
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Data Protection Regulation
We are subject to data protection laws and regulations in the countries in which we operate that address the privacy, security and other
processing of personal information. These laws and regulations govern the collection, use, handling and disclosure of health-related and
other personal information and require that we adopt and maintain reasonable and appropriate security measures that are designed to
protect the confidentiality, integrity and availability of the information. These laws and regulations also typically require the adoption and
maintenance of procedures that facilitate the exercise of an individual’s rights with respect to the information about them. Certain of these
laws may also contain requirements relating to the location of the personal information, or the transfer of personal information from one
country or region to other countries. Examples of data protection laws and regulations to which we may be subject include Canada’s
Personal Information Protection and Electronic Documents Act, the EU’s General Data Protection Regulation (“GDPR”), and the California
Consumer Privacy Act (“CCPA”). For additional information regarding these laws and regulations and their potential impacts on our business,
see Part I, Item 1A, “Risk Factors – Risks Related to Our Business – Current and proposed laws and regulations regarding the protection of
personal data could result in increased risks of liability or increased cost to us or could limit our service offerings.”
Intellectual Property
We develop and use a number of proprietary methodologies, analytics, systems, technologies, and other intellectual property in the conduct
of our business. We rely upon a combination of confidentiality policies, nondisclosure agreements, and other contractual arrangements to
protect our trade secrets, and patent, copyright and trademark laws to protect other intellectual property rights. We have obtained or applied
for patents, trademarks and copyright protection in the U.S. and in a number of foreign countries. Our material trademarks include Trusted
Process®, PlanActivation®, QuickStart®, ProgramAccelerate®, QualityFinish®, Shortening the distance from lab to life®, Syneos One®,
Biopharmaceutical Acceleration Model®, Dynamic Assembly®, KineticTM, Syneos Health, and other corporate emblems. Although the
duration of our intellectual property rights varies from country to country, trademarks generally may be renewed indefinitely so long as they
are in use and/or their registrations are properly maintained, and so long as they have not been found to have become generic. Although we
believe that the ownership of trademarks is an important factor in our business and that our success does depend in part on the ownership
thereof, we rely primarily on the innovative skills, technical competence, and marketing abilities of our employees. We do not have any
material patents, licenses, franchises, or concessions.
Human Capital Resources
As of December 31, 2021, we had 27,525 employees. Of these, 26,751 employees were regular and 774 were temporary. An additional 610
contingent workers provided services for us.
Our Culture and Values. Our culture is the cornerstone of all our human capital programs. Our shared purpose, Shortening the Distance from
Lab to Life®, aligns our employees and the customers we serve. This purpose is surrounded by three agile-oriented values, designed to
foster innovation, including Challenge the Status Quo, Collaborate to Deliver Solutions, and Passionate to Change Lives. We work hard and
smart to speed much-needed therapies to those who need them most. This environment is fueled by a belief in caring for our collective well-
being, which we refer to as Total Self. This belief enables employees to be their authentic selves at work, fostering a diverse, equitable, and
inclusive culture where employees are empowered.
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Safety and Health. The safety, health, and welfare of our employees are paramount to us. We work closely with our customers and regulatory
agencies to continuously monitor our employees’ working conditions and implement measures to ensure their wellness. During 2021, in
response to the ongoing COVID‑19 pandemic, we continued extensive safety measures to protect our employees, enabling the organization
to continue to work with customers pursuing innovative ways to get effective therapies to patients as quickly as possible. These efforts
included a U.S. employee vaccination mandate, adherence to stringent safety protocols for employees working at clinical study sites, and
compliance with local government regulations. These efforts were further supported by extensive internal and external CEO-led
communications supported by our medical community, making all stakeholders aware of the precautions taken to protect the health and
safety of our employees and their families, our customers, patients, and communities.
Diversity, Equity, and Inclusion (“DE&I”). We strive to lead our industry in our DE&I efforts both internally and externally. We believe that
addressing complex healthcare challenges requires contributions from diverse viewpoints and an inclusive, equitable space where our
employees are able to succeed to their highest potential. We strive to foster a work environment that includes and embraces racial, ethnic,
and gender diversity and other individual differences. Our policies prohibit unlawful discrimination based on race, color, creed, gender,
religion, marital status, age, national origin or ancestry, genetic information, physical or mental disability, medical condition, sexual
orientation, gender expression or identity, or any other characteristic protected by applicable law. The emphasis placed on DE&I by the
Company and by our Board of Directors (the “Board”) is demonstrated by the inclusion of DE&I updates and metrics in the materials for each
meeting of the Compensation and Management Development Committee of the Board. In addition, we have also created an external DE&I
Advisory Council where we provide our clients with top-tier expertise to navigate corporate and healthcare initiatives.
As of December 31, 2021, 68% of our total workforce were women. Additionally, 56% of our management roles at Director level and above
and 69% of our new hires in 2021 were women. Throughout 2021, 33% of our new hires in the U.S. were minorities. Our DE&I strategy is
enabled by our DE&I Council, which was established in 2020, led by an executive leadership team member and comprised of leadership who
represent and/or have oversight of our global, regionally diverse workforce. The Council oversees and strategically plans for diversity and
inclusion within our Company under three pillars of focus: People, Customer, and Community.
Throughout 2021, we grew our existing Employee Resource Groups (“ERGs”) across the globe: Women, Veterans, LGBTQIA+ and Black.
We also formed three new ERGs: Asian, People with Disabilities, and Developing Professionals. These ERGs further honor and support our
inclusive environment of Total Self through building and supporting internal communities. We also have several development programs
dedicated to women and minority representation in leadership, including actively partnering with the Healthcare Businesswomen’s
Association, partnering with McKinsey Leadership programs targeting our underrepresented leadership populations, and establishing
mentoring programs within our ERGs. We have a zero-tolerance policy on discrimination and harassment and have several programs under
which employees can report incidents confidentially or anonymously and without fear of reprisal.
Recruitment, Retention and Development. The primary ways we recruit and retain employees are by (1) ensuring that our compensation and
benefits are competitive in our industry and in local labor markets, (2) ensuring our leadership and development programs support our culture
and values while preparing people for the future, and (3) maintaining an effective service delivery model conducive to work-life balance and
employee needs.
Our Global Talent Acquisition Team leverages numerous resources including industry networks, online and social media platforms, university
relations, and industry-focused career events to source talent for open positions. Candidates are thoroughly screened and evaluated against
job-specific skills, experience, and education criteria. We continuously work at improving our candidate experience, which has been
recognized seven years in a row with a North American Candidate Experience (“CandE”) Award, awarded by the Talent Board for excellence
in Talent Acquisition.
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In early 2021 we dedicated a small group of professionals, reporting to the Chief Human Resources Officer and the Chief Development
Officer & Global Head Clinical Development Solutions, to focus on increased demand for clinical resources with an ultimate focus on our
talent acquisition and retention strategies. This small and impactful team, called Enabling our Talent Advantage, or “ETA” is imbedded in the
business and Human Resources (“HR”) organizations and focuses on talent optimization. Going beyond simply hiring replacements and
additions, this team works with business leaders and our HR Centers of Excellence to refine policies, practices, and procedures to make it
easier to join, work, and stay at Syneos Health. Examples of ETA initiatives include improving our internal mobility policy, developing feeder
pools for key roles in support of our early talent strategy, and developing a line manager curriculum to better and more simply equip
managers to support our workforce.
We regularly evaluate our compensation and benefit programs using external market data and feedback from our Global Talent Acquisition
Team and have established processes to make necessary revisions. Our Total Rewards Team introduced a new global salary structure to
drive consistent enterprise-wide compensation and job level practices, ensuring our compensation remains competitive in the many countries
in which our employees reside.
Developing Our People for Current and Future Success. We are a continuous learning organization, listening to employees at all levels –
particularly at key moments that matter – and harvesting actionable insights to shape the employee experience. Key elements of our listening
strategy include purposeful pulse surveys designed to check on key audiences at key moments. Overall, our listening includes our employee
engagement survey and regular employee life cycle surveys, including onboarding (following the first week and at 90 days of employment)
and exit surveys. Ultimately, we leverage these insights to better enable our employee programs and services.
We offer extensive, award-winning training programs that provide regulatory, business, foreign language, and management training and other
opportunities for professional and personal development. As part of our empowered employee experience, we offer a suite of tools to assist
employees to proactively own their careers and aim to reach their highest professional potential. These opportunities include a mix of
company-wide, role-based or business-specific individualized courses and programs to drive career development. As an organization with
solutions spanning Clinical and Commercial as well as numerous corporate functions, we encourage internal mobility to support retention.
Ensuring Competence and Qualification. Syneos Health is the only organization to have achieved the prestigious and internationally
recognized Silver Workforce Accreditation from the International Accrediting Organization for Clinical Research in 2020. We offer
credentialed, competency-based training programs for clinical monitoring employees to provide customers and investors with confidence that
our CRAs are trained to a high standard. Credentials are available at all levels, including entry level (CRA I), intermediate (CRA II), and
advanced (Senior CRAs).
Specific training highlights for 2021 include the design of our Business Leader Program, built by some of our leaders for fellow senior leaders
across the Company. The program lasts six months and features executive coaching, customized simulation trainings, cohort leader labs,
and assessments against a newly developed Syneos Health Great Leader profile. Our Great Leader profile attracts, retains, and develops
diverse talent, creates and maintains strong customer relationships, instills a sense of ownership and accountability, leads using a growth
and enterprise mindset, and balances strategic thinking with execution.
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Our pipeline leadership programs for aspiring, first-line, experienced, and senior managers now center around our Great Leader profile and
these programs cover every step in a manager’s journey. These programs are accessible to all employees to develop and enhance their
leadership skills and are purposely designed to support each person to meet their unique development and career needs. One of our values
is “Collaborate to Deliver Solutions,” which encourages employees to learn from the expertise of their peers and to share knowledge and
experience with colleagues using self-service coaching and mentoring, utilizing software to support mentoring and innovative reverse
mentoring programs.
Indemnification and Insurance
In conjunction with our Clinical Solutions services, we employ or contract with research institutions and, in some jurisdictions, principal
investigators and pharmacies on behalf of biopharmaceutical companies to serve as research centers and principal investigators in
conducting clinical trials to test new candidate drugs on human volunteers. Such testing creates the risk of liability for personal injury or death
of volunteers, particularly to volunteers with life-threatening illnesses, resulting from adverse reactions to the candidate drugs administered. It
is possible that we could be held liable for claims and expenses arising from any professional malpractice of the principal investigators with
whom we contract or engage, or in the event of personal injury to or death of persons participating in clinical trials. In addition, as a result of
our operation of Phase I clinical trial facilities, we could be liable for the general risks associated with clinical trials including, but not limited to,
adverse events resulting from the administration of candidate drugs to clinical trial participants or the professional malpractice of medical care
providers. We also could be held liable for errors or omissions in connection with the services we perform through each of our service
groups. For example, we could be held liable for errors, omissions, or breach of contract, if monitoring obligations have been transferred to
us and one of our CRA’s inaccurately reports from source documents or fails to adequately monitor a human clinical trial resulting in
inaccurately recorded results.
We have sought to reduce our risks by implementing the following where practicable:
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securing contractual assurances such as indemnification provisions and provisions seeking to limit or exclude liability
contained in our contracts with customers, institutions, pharmacies, vendors and principal investigators;
securing contractual and other assurances that adequate insurance will be maintained to the extent applicable by customers,
institutions, pharmacies, vendors, principal investigators and us; and
complying with various regulatory requirements, including monitoring that the oversight of independent review boards and
ethics committees are intact where obligations are transferred to us and monitoring the oversight of the procurement by the
principal investigator of each participant’s informed consent to participate in the study.
Our contractual indemnifications generally do not fully protect us against certain of our own actions, such as negligence. Contractual
arrangements are subject to negotiation with customers, and the terms and scope of any indemnification, limitation of liability or exclusion of
liability varies from customer to customer and from clinical trial to clinical trial. Additionally, financial performance of these indemnities is not
secured. Therefore, we bear the risk that any indemnifying party against which we have claims may not have the financial ability to fulfill its
indemnification obligations to us.
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While we maintain a global insurance program including professional liability and other types of insurance standard to our industry to cover
our liability while conducting our business activities and contracted services, including drug safety issues as well as data processing and
other errors and omissions, it is possible that we could become subject to claims not covered by insurance or that exceed our coverage
limits. We could be materially and adversely affected if we were required to pay damages or bear the costs of defending any claim that is
outside the scope of, or in excess of, a contractual indemnification provision, beyond the level of insurance coverage or not covered by
insurance, or in the event that an indemnifying party does not fulfill its indemnification obligations.
Information about our Executive Officers
The following table sets forth information concerning our executive officers:
Name
Alistair Macdonald
Jason Meggs
Michael Brooks
Michelle Keefe
Jonathan Olefson
Age Position
52 Chief Executive Officer and Director
46 Chief Financial Officer
48 Chief Development Officer & Global Head Clinical Development Solutions
55 President, Medical Affairs & Commercial Solutions
46 General Counsel and Corporate Secretary
The following is a biographical summary of the experience of our executive officers:
Alistair Macdonald – Chief Executive Officer and Director
Alistair Macdonald has been our Chief Executive Officer (“CEO”) and a member of the Board since October 2016. He joined our Company in
May 2002 and has served in various senior leadership roles during that time. Prior to his current role, Mr. Macdonald most recently served as
President and Chief Operating Officer from January 2015 to September 2016 and Chief Operating Officer from January 2013 to January
2015. He also served as our President, Clinical Development Services from March 2012 to January 2013, Executive Vice President of our
Global Oncology Unit from February 2011 to March 2012, Executive Vice President, Strategic Development from October 2009 to February
2011, and Senior Vice President, Biometrics from May 2002 to September 2009. He also previously served as the Chairman of the Board for
the Association of Clinical Research Organizations (ACRO). He received his Master of Science in Environmental Diagnostics from Cranfield
University. We believe Mr. Macdonald brings to our Board valuable perspective and experience as our Chief Executive Officer, and as a
former Chief Operating Officer of our Company, as well as extensive knowledge of the CRO and biopharmaceutical industries, all of which
qualify him to serve as one of our directors.
Jason Meggs – Chief Financial Officer
Jason Meggs was appointed our Chief Financial Officer (“CFO”) in May 2018 after serving as Executive Vice President and Interim CFO
beginning in February 2018. Prior to his appointment to this role, he served as our Executive Vice President and CFO of the Commercial
Solutions segment from August 2017 to February 2018. He also previously served as our Executive Vice President, Oncology Operations
from January 2017 to August 2017 and our Senior Vice President, Business Finance from 2014 to 2016. Prior to joining Syneos Health, Mr.
Meggs was Global Vice President, Internal Audit, at Quintiles Transnational Corporation, a leading global CRO, from 2013 to 2014 and held a
number of finance roles at Quintiles from 2005 to 2013. He began his career as an auditor with Deloitte & Touche LLP and Arthur Anderson
LLP, and is a certified public accountant. He also previously served as the Treasurer for the ACRO. He received his Bachelor of Science in
Business Administration with a Major in Accounting from Western Carolina University.
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Michael Brooks – Chief Development Officer & Global Head Clinical Development Solutions
Michael Brooks was appointed our Chief Development Officer & Global Head Clinical Development Solutions in November 2021 after serving
as Chief Development Officer beginning in July 2021. Prior to joining Syneos Health, Mr. Brooks held multiple leadership roles at LabCorp
(Covance), a leading global CRO. From November 2019 to November 2020, Mr. Brooks served as President & Global Head, Clinical
Development & Commercialization Services and from December 2018 to November 2019 as Chief Diagnostics Operations Excellence
Officer. Prior to joining LabCorp, Mr. Brooks held various leadership positions at PRA Health Sciences from February 2015 to November
2018. He received his Bachelor of Science in Biological Sciences from North Carolina State University (“NCSU”) and is currently a member
of the NCSU College of Sciences Foundation Board of Directors.
Michelle Keefe – President, Medical Affairs & Commercial Solutions
Michelle Keefe has been our President, Medical Affairs & Commercial Solutions since November 2021, and previously served as our
President, Commercial Solutions since December 2017. Prior to joining Syneos Health, Ms. Keefe spent six years at the Publicis Groupe, a
communications holding company, taking on roles of increasing responsibility culminating as a group president in the Publicis Health Division
from February 2012 to December 2017. From January 2015 to April 2016, Ms. Keefe was President and CEO of Publicis Touchpoint
Solutions. From May 2016 to November 2017, Ms. Keefe was Group President at Publicis Health. Ms. Keefe broadened her healthcare
experience by joining the Visiting Nurse Service of New York (“VNSNY”), the largest not for profit homecare business in the U.S., from 2010
to 2012 where she was the VP of market development. Prior to joining the VNSNY, Ms. Keefe spent 22 years rising through the ranks at
Pfizer, a global pharmaceutical corporation, in a variety of sales, marketing and general management roles, culminating as a Regional
President. Ms. Keefe received her Bachelor of Science in Marketing from Seton Hall University.
Jonathan Olefson – General Counsel and Corporate Secretary
Jonathan Olefson has been our General Counsel and Corporate Secretary since November 2018. Prior to joining Syneos Health, Mr. Olefson
was Senior Vice President, General Counsel and Secretary at Cotiviti Holdings, Inc., a healthcare analytics firm, from October 2013 to
October 2018. Prior to that, Mr. Olefson spent nine years in senior legal and compliance roles at Cognizant Technology Solutions, a
multinational information technology and consulting services firm, most recently as Vice President and General Counsel (Corporate, M&A
and Intellectual Property). Mr. Olefson received his Bachelor of Arts degree from Emory University and his J.D. from The George Washington
University Law School, graduating with honors.
Available Information
Our website address is syneoshealth.com. Information on our website is not incorporated by reference herein. Copies of our annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and our proxy statements for our annual stockholders meetings,
and any amendments to those reports, as well as Section 16 reports filed by our insiders, are available free of charge on our website as soon
as reasonably practicable after we file the reports with, or furnish the reports to, the Securities and Exchange Commission (the “SEC”).
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Item 1A. Risk Factors.
We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. In evaluating our
company, you should consider carefully the risks and uncertainties described below together with the other information included in this
Annual Report on Form 10-K, including our consolidated financial statements and related notes included in Part II, Item 8, “Financial
Statements and Supplementary Data” in this Annual Report on Form 10-K. The occurrence of any of the following risks may materially and
adversely affect our business, financial condition, results of operations and future prospects.
Risks Related to Our Business
The COVID-19 pandemic and associated economic repercussions have adversely impacted our business and results of operations,
and are expected to continue to do so.
The ongoing COVID-19 pandemic and associated economic repercussions have significantly impacted, and are expected to continue to
impact, our business and our operations. With the spread of COVID-19 variants, the ongoing impacts of the COVID-19 pandemic could
continue to adversely impact our business and results of operations in a number of ways, including but not limited to:
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•
•
•
•
•
delays or difficulties in commencing new and operating ongoing clinical trials, including intermittent challenges accessing
investigative sites, delays in enrolling patients, delays in obtaining approvals from regulatory authorities, and difficulty obtaining
necessary pharmaceutical products and supplies;
restrictions on the ability of our field teams to visit HCPs and difficulty securing appropriate PPE and COVID-19 testing and
other tools required for client-facing engagements and visits to sites/HCPs;
diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our
clinical trial sites and hospital staff supporting the conduct of our clinical trials, as well as the reduction of our customers’
operating budgets;
interruption of key clinical trial activities, such as clinical trial site data monitoring, due to social distancing requirements,
COVID-19 quarantine and isolation protocols or interruption of clinical trial subject visits and study procedures, which may
impact the collection and integrity of study data and ability to measure clinical trial endpoints;
business disruptions at our customers;
limitations on our employee resources, including because of COVID-19 quarantine and isolation protocols, sickness of
employees or their families or the desire of employees to avoid contact with large groups of people;
diversion of management resources to focus on mitigating the impacts of the COVID-19 pandemic; and
impacts from prolonged remote work arrangements, such as strains on our business continuity plans, cybersecurity risks, and
inability of certain employees to perform their work remotely.
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These and other impacts of the COVID-19 pandemic could also have the effect of heightening many of the other risk factors included below
in this Item 1A. The ultimate impact depends on the severity and duration of the COVID-19 pandemic, including the emergence and spread
of COVID-19 variants, the continued availability and effectiveness of vaccines and treatments, and actions taken by governmental authorities
and other third parties in response to the pandemic, each of which is uncertain, rapidly changing and difficult to predict. Any of these
disruptions could adversely impact our business and results of operations. In addition, the continued prevalence of COVID-19 has led to
disruption and volatility in the global capital markets, which increases the cost of, and adversely impacts access to, capital and increases
economic uncertainty. This volatility and uncertainty has adversely affected our stock price, and may again adversely affect our stock price in
the future.
If we do not generate a large number of new business awards, or if new business awards are delayed, terminated, reduced in
scope, or fail to go to contract, our business, financial condition, results of operations, or cash flows may be materially adversely
affected.
Our business is dependent on our ability to generate new business awards from new and existing customers and maintain existing customer
contracts. Our inability to generate new business awards on a timely basis and subsequently enter into contracts for such awards could have
a material adverse effect on our business, financial condition, results of operations or cash flows.
There is risk of cancelability in both the clinical and commercial businesses. The time between when a clinical study is awarded and when it
goes to contract is typically several months, and prior to a new business award going to contract, our customer can cancel the award without
notice. Once an award goes to contract, the majority of our customers can terminate the contract without cause with a notice period that
generally ranges from 30 to 90 days. Our contracts may be delayed or terminated by our customers or reduced in scope for a variety of
reasons beyond our control, including but not limited to:
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decisions to forego or terminate a particular trial;
budgetary limits or changing priorities;
actions by regulatory authorities;
production problems resulting in shortages of the candidate drug being tested;
failure of products being tested to satisfy safety requirements or efficacy criteria;
unexpected or undesired clinical results for products;
insufficient patient enrollment in a trial;
insufficient principal investigator recruitment;
production problems resulting in shortages of the product being tested;
the customers’ decision to terminate or scale back the development or commercialization of a product or to end a particular
project;
shift of business to a competitor or internal resources; or
product withdrawal following market launch.
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Our commercial services contracts typically have a significantly shorter wind down period than clinical contracts, particularly within our
Deployment Solutions offerings. Furthermore, many of our communications services and consulting services projects are tied to a customer’s
annual marketing budget or ad hoc service requests, which can lead to seasonal variability in revenue and less predictability in future
revenues. In addition, many of our biopharmaceutical Deployment Solutions service contracts provide our customers with the opportunity to
internalize the resources provided under the contract and terminate all or a portion of the services we provide under the contract. Our
customers may also decide to shift their business to a competitor. Each of these factors results in less visibility to future revenues and may
result in high volatility in future revenues.
Contract terminations, delays and modifications are a regular part of our business across each of our segments. For example, our full-service
offering within our Clinical Solutions business has been, and may continue to be, negatively impacted by project delays, which impact near
term revenue disproportionately. In addition, project delays, downsizings and cancellations, particularly within our Deployment Solutions and
communications offerings, which are part of our Commercial Solutions business, have impacted our results in the past and might impact
them in the future. The loss, reduction in scope or delay of a large project or of multiple projects could have a material adverse effect on our
business, results of operations, and financial condition. In addition, we might not realize the full benefits of our backlog if our customers
cancel, delay, or reduce their commitments to us.
In the event of termination, our contracts often provide for fees for winding down the project, which include both fees incurred and actual and
non-cancellable expenditures and may include a fee to cover a percentage of the remaining professional fees on the project. These fees
might not be sufficient for us to maintain our margins, and termination may result in lower resource utilization rates and therefore lower
operating margins. In addition, cancellation of a contract or project for the reasons noted above may result in the unwillingness or inability of
our customer to satisfy its existing obligations to us such as payments of accounts receivable, which may in turn result in a material impact to
our results of operations and cash flow. Historically, cancellations and delays have negatively impacted our operating results, and they might
again. In addition, we might not realize the full benefits of our backlog if our customers cancel, delay, or reduce their commitments to us,
which may occur if, among other things, a customer decides to shift its business to a competitor or revoke our status as a preferred provider.
Thus, the loss or delay of a large business award or the loss or delay of multiple awards could adversely affect our revenues and profitability.
Additionally, a change in the timing of a new business award could affect the period over which we recognize revenue and reduce our
revenue in any one quarter.
Our backlog might not be indicative of our future revenues, and we might not realize all of the anticipated future revenue reflected
in our backlog.
Our backlog consists of anticipated revenue awarded from contract and pre-contract commitments that are supported by written
communications. Once work begins on a project, revenue is recognized over the duration of the project, provided the award has gone to
contract. Projects may be canceled or delayed by the customer or delayed by regulatory authorities for reasons beyond our control. To the
extent projects are delayed, the timing of our revenue could be adversely affected. In addition, if a customer terminates a contract, we
typically would be entitled to receive payment for all services performed up to the termination date and subsequent customer-authorized
services related to terminating the canceled project. Typically, however, we have no contractual right to the full amount of the future revenue
reflected in our backlog in the event of a contract termination or subsequent changes in scope that reduce the value of the contract. The
duration of the projects included in our backlog, and the related revenue recognition, typically range from a few months to several years. Our
backlog might not be indicative of our future revenues, and we might not realize all the anticipated future revenue reflected in that backlog. A
number of factors may affect backlog, including:
•
the size, complexity, and duration of projects or strategic relationships;
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the cancellation or delay of projects;
the failure of one or more business awards to go to contract; and
changes in the scope of work during the course of projects.
The rate at which our backlog converts to revenue may vary over time. The revenue recognition on larger, more global projects could be
slower than on smaller, more regional projects for a variety of reasons, including, but not limited to, an extended period of negotiation
between the time the project is awarded to us and the actual execution of the contract, as well as an increased time frame for obtaining the
necessary regulatory approvals.
Our backlog as of December 31, 2021 was $11.43 billion. Although an increase in backlog will generally result in an increase in revenues
over time, an increase in backlog at a particular point in time does not necessarily correspond directly to an increase in revenues during any
particular period, or at all. The extent to which contracts in backlog will result in revenue depends on many factors, including, but not limited
to, delivery against project schedules, scope changes, contract terminations and the nature, duration, and complexity of the contracts, and
can vary significantly over time.
Our operating results have historically fluctuated between fiscal quarters and may continue to fluctuate in the future, which may
adversely affect the market price of our stock.
Our operating results have fluctuated in previous quarters and years and may continue to vary significantly from quarter to quarter and are
influenced by a variety of factors, such as:
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timing of contract amendments for changes in scope that could affect the value of a contract and potentially impact the amount
of net new business awards and revenue from quarter to quarter;
commencement, completion, execution, postponement, or termination of large contracts;
contract terms for the recognition of revenue milestones;
progress of ongoing contracts and retention of customers;
timing of and charges associated with completion of acquisitions, integration of acquired businesses, and other events;
changes in the mix of services delivered, both in terms of geography and type of services;
potential customer disputes, penalties or other issues that may impact the revenue we are able to recognize, or the
collectability of our related accounts receivable; and
exchange rate fluctuations.
Our operating results for any particular quarter are not necessarily a meaningful indicator of future results and fluctuations in our quarterly
operating results could negatively affect the market price and liquidity of our stock.
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If we underprice our contracts, overrun our cost estimates, or fail to receive approval for or experience delays in documentation of
change orders, our business, financial condition, results of operations, or cash flows may be materially adversely affected.
We price our contracts based on assumptions regarding the scope of work required and cost to complete the work. We bear the financial risk
if we initially underprice our contracts or otherwise overrun our cost estimates, which could adversely affect our cash flows and financial
performance. In addition, contracts with our customers are subject to change orders, which occur when the scope of work we perform needs
to be modified from that originally contemplated in our contract with the customers. This can occur, for example, when there is a change in a
key study assumption or parameter or a significant change in timing. We may be unable to successfully negotiate changes in scope or
change orders on a timely basis or at all, which could require us to incur cost outlays ahead of the receipt of any additional revenue. In
addition, under generally accepted accounting principles in the United States of America (“GAAP”) we cannot recognize additional revenue
anticipated from change orders until appropriate documentation is received by us from the customer authorizing the change. However, if we
incur additional expense in anticipation of receipt of that documentation, we must recognize the expense as incurred. Any of the foregoing
could have a material adverse effect on our business, financial condition, results of operations or cash flows.
Our business depends on the continued effectiveness and availability of our information systems, including the information
systems we use to provide services to our customers and to store employee data, and failures of these systems may materially
limit our operations or have an adverse effect on our reputation.
Our information systems consist of systems we have purchased or developed, legacy information systems from organizations we have
acquired and, increasingly, web-enabled and other integrated information systems. In using these information systems, we frequently rely on
third-party vendors to provide hosting and system management services, where our infrastructure is dependent upon the reliability of their
underlying platforms, facilities, and communications systems. We also utilize integrated information systems that we provide customers
access to or install for our customers in conjunction with our delivery of services.
As the breadth and complexity of our information systems continue to grow, we will increasingly be exposed to the risks inherent in
maintaining the stability of our legacy systems due to prior customization, attrition of employees or vendors involved in their development,
and obsolescence of the underlying technology, as well as risks from the increasing number and scope of external data breaches on multi-
national companies. Because certain customers, clinical trials, and other long-term projects depend upon these legacy systems, we also face
an increased level of embedded risk in maintaining the legacy systems and limited options to mitigate such risk. We are also exposed to risks
associated with the availability of all our information systems, including:
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disruption, impairment or failure of data centers, telecommunications facilities or other key infrastructure platforms, including
those maintained by our third-party vendors;
security breaches of, cyber-attacks on, and other failures or malfunctions in our internal systems, including our employee data
and communications, critical application systems or their associated hardware, software, and databases;
excessive costs, excessive delays, or other deficiencies in systems development and deployment; and
potential for encryption based “Ransomware” attacks that could hinder our ability to access our systems and data until we are
able to recover from backups.
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In addition to these availability risks, due to the interconnectedness of IT systems across platforms and hosts, we could see disruptions to our
systems as “collateral damage” from attacks targeting our connected partners.
The materialization of any of these risks may impede the processing of data, the delivery of databases and services, and the day-to-day
management of our business and could result in the corruption, loss or unauthorized disclosure of proprietary, confidential, or other data. In
addition, a security breach could require that we expend substantial additional resources related to the security of our technical infrastructure,
databases and services, diverting resources from other projects and disrupting our business. Despite any precautions we take, damage from
fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins, and similar events at our various computer
facilities or those of our third-party vendors could result in interruptions in the flow of data to us and from us to our customers.
Corruption or loss of data may result in the need to repeat a project at no cost to the customer, but at significant cost to us, the termination of
a contract, civil or criminal enforcement actions and penalties, or damage to our reputation. Additionally, significant delays in system
enhancements or inadequate performance of new or upgraded systems once completed could damage our reputation and harm our
business. Finally, long-term disruptions in the infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of
hostilities and acts of terrorism, particularly involving cities in which we have offices, and cyber-attacks such as those recently faced by other
multi-national companies could adversely affect our businesses. As our business continues to expand globally, these types of risks may be
further increased by instability in the geopolitical climate of certain regions, underdeveloped and less stable utilities and communications
infrastructure, and other local and regional factors. Although we carry property, cyber incident, and business interruption insurance that we
believe is customary for our industry, our coverage might not be adequate to compensate us for all losses that may occur.
We have been and expect that we will continue to be subject to attempts to gain unauthorized access to or through our information systems
or those we internally or externally develop for our customers. In addition, we may be susceptible to physical or computer-based attacks by
terrorists, nation states, or hackers due to our role in the biopharmaceutical service industry. Bad actors may be motivated by a desire to
access or steal our or our clients’ intellectual property. These concerns about security are increased when information is transmitted over the
Internet. In response to the COVID-19 pandemic, more of our employees are working remotely, which may increase the risk of such attacks.
If such attacks are not detected immediately, their effect could be compounded. To date these attacks have not had a material impact on our
operations or financial results. However, successful attacks in the future could result in negative publicity, significant remediation and
recovery costs, legal liability and damage to our reputation and could have a material adverse effect on our financial condition, results of
operations, and cash flows. In addition, our liability insurance might not be sufficient in type or amount to cover us against claims related to
security breaches, cyber-attacks and other related breaches.
Additionally, we rely on service providers for the timely transmission of information across our global data network. If a service provider fails
to provide the communications capacity or services we require for similar reasons, the failure could interrupt our services. Because of the
centrality of our processing systems to our business, any interruption or degradation could adversely affect the perception of our brands’
reliability and harm our business. If a service provider experiences the unauthorized disclosure of sensitive or confidential data they are
processing on our behalf, whether through systems failure or employee actions, cyber-attacks, fraud, or misappropriation, it could damage
our reputation and cause us to lose customers. Similarly, such disclosure could result in negative publicity, significant remediation and
recovery costs, legal liability and damage to our reputation, and could have a material adverse effect on our financial condition, results of
operations, and cash flows. In addition, contractual indemnity, the service provider’s liability insurance and our liability insurance might not be
sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks, and other related breaches.
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Our customer or therapeutic area concentration may have a material adverse effect on our business, financial condition, results of
operations or cash flows.
If any large customer decreases or terminates its relationship with us, our business, financial condition, results of operations or cash flows
could be materially adversely affected. For the year ended December 31, 2021, our top ten customers based on revenue accounted for
approximately 36% of our consolidated revenue and our top ten Clinical Solutions customers based on backlog accounted for approximately
45% of our total backlog. No single customer accounted for greater than 10% of our total consolidated revenue for the years ended
December 31, 2021, 2020, and 2019. It is possible that an even greater portion of our revenues will be attributable to a smaller number of
customers in the future, including as a result of our entering into strategic provider relationships with customers. Also, consolidation in our
potential customer base results in increased competition for important market segments and fewer available customer accounts.
Additionally, conducting multiple clinical trials for different sponsors in a single therapeutic class involving drugs with the same or similar
chemical action may adversely affect our business if some or all of the trials are canceled because of new scientific information or regulatory
judgments that affect the drugs as a class.
Similarly, marketing and selling products for different sponsors with similar drug action subjects us to risk if new scientific information or
regulatory judgment prejudices the products as a class, leading to compelled or voluntary prescription limitations or withdrawal of some or all
of the products from the market.
Our business is subject to international economic, political and other risks that could have a material adverse effect on our
business, financial condition, results of operations, cash flows or reputation.
We have operations in many foreign countries, including, but not limited to, countries in the Asia-Pacific region, Europe, Latin America and
the Middle East and Africa. As of December 31, 2021, approximately 58% of our workforce was located outside of the U.S., and for the fiscal
year ended December 31, 2021, approximately 43% of our revenue was earned from work performed outside of the U.S. Our international
operations are subject to risks and uncertainties inherent in operating in these regions, including:
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conducting a single project across multiple countries is complex, and issues in one country, such as a failure to comply with or
unanticipated changes to local regulations, or restrictions such as restrictions on import or export of clinical trial material or
availability of clinical trial data may affect the progress of the clinical trial in the other countries, resulting in delays or potential
termination of contracts, which in turn may result in loss of revenue;
the U.S. or other countries could enact legislation or impose regulations or other restrictions, including unfavorable labor
regulations, tax policies, data protection regulations or economic sanctions, which could have an adverse effect on our ability
to conduct business in or expatriate profits from the countries in which we operate;
the U.S. has previously enacted and it or other countries may in the future enact legislation that limits or prohibits the use of
foreign manufactured equipment or supplies, such as the Uyghur Forced Labor Prevention Act, which imposes a ban on
virtually all imports from the Xinjiang region of China unless companies are able to prove that the products were not made with
forced labor, which could have an adverse effect on our ability to conduct business;
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foreign countries are expanding or may expand their banking regulations that govern international currency transactions,
particularly cross-border transfers, which may inhibit our ability to transfer funds into or within a jurisdiction, impeding our
ability to pay our principal investigators, vendors and employees, thereby impacting our ability to conduct trials in such
jurisdictions;
foreign countries are expanding or may expand their regulatory framework with respect to patient informed consent, protection
and compensation in clinical trials, or transparency reporting requirements (similar to the Physician Payments Sunshine Act in
the U.S.), which could delay, inhibit or prohibit our ability to conduct projects in such jurisdictions;
the regulatory or judicial authorities of foreign countries might not enforce legal rights and recognize business procedures in a
manner in which we are accustomed or would reasonably expect;
changes in political and economic conditions, including the UK’s withdrawal from the European Union and the policies of the
current U.S. presidential administration, may lead to changes in the business environment in which we operate, as well as
changes in inflation and foreign currency exchange rates;
potential violations of applicable anti-bribery/anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”)
and the UK Bribery Act of 2010, may cause a material adverse effect on our business, financial condition, results of
operations, cash flows, or reputation;
customers in foreign jurisdictions may have longer payment cycles, and it may be more difficult to collect receivables in those
jurisdictions;
natural disasters, pandemics, or international conflict, including terrorist acts, could interrupt our services, endanger our
personnel, or cause project delays or loss of clinical trial materials or results;
political unrest, such as the current situation with Ukraine and Russia, could delay or disrupt the ability to conduct clinical trials
or other business, and if such political unrest escalates or spills over to or otherwise impacts additional regions it could
heighten many of the other risk factors included in this Item 1A; and
foreign governments may enact currency exchange controls that may limit the ability to fund our operations or significantly
increase the cost of maintaining operations.
These risks and uncertainties could negatively impact our ability to, among other things, perform large, global projects for our customers.
Furthermore, our ability to deal with these issues could be affected by applicable U.S. laws. Any such risks could have an adverse impact on
our business, financial condition, results of operations, cash flows, or reputation.
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Governmental authorities may question our intercompany transfer pricing policies or change their laws in a manner that could
increase our effective tax rate or otherwise harm our business.
As a U.S. company doing business in international markets through subsidiaries, we are subject to foreign tax and intercompany pricing laws,
including those relating to the flow of funds between legal entities in various international jurisdictions. Tax authorities in the U.S. and in
international markets have the right to examine our corporate structure and how we account for intercompany fund transfers. If such
authorities challenge our corporate structure, transfer pricing mechanisms or intercompany transfers and the resulting assessments are
upheld, our operations may be negatively impacted, and our effective tax rate may increase. Tax rates vary from country to country and if a
tax authority determines that our profits in one jurisdiction should be increased, we might not be able to realize the full tax benefits in the
event we cannot utilize all foreign tax credits that are generated, or we do not realize a compensating offsetting adjustment in another taxing
jurisdiction. The effects of either would increase our effective tax rate. Additionally, the Organization for Economic Cooperation and
Development has issued certain guidelines regarding base erosion and profit shifting. As these guidelines continue to be formally adopted by
separate taxing jurisdictions, we may need to change our approach to intercompany transfer pricing in order to maintain compliance under
the new guidelines. Our effective tax rate may increase or decrease depending on the current location of global operations at the time of the
change. Finally, we might not always be in compliance with all applicable customs, exchange control, Value Added Tax, and transfer pricing
laws despite our efforts to be aware of and to comply with such laws. If these laws change we may need to adjust our operating procedures
and our business could be adversely affected.
If we are unable to successfully increase our market share, our ability to grow our business and execute our growth strategies
could be materially adversely affected.
A key element of our growth strategy is increasing our market share within the biopharmaceutical services market, the clinical development
market and in the geographic markets in which we operate. In addition, we continue to invest in expanding new services such as our medical
affairs offerings and technology-enabled solutions. As we grow our market share within the biopharmaceutical services and clinical
development markets and make investments in growing our newer service offerings, we might not have or adequately build the
competencies necessary to perform our services satisfactorily or may face increased competition. If we are unable to succeed in increasing
our market share or realize the benefits of our investments in our new service offerings, we may be unable to implement this element of our
growth strategy, and our ability to grow our business or maintain our operating margins could be adversely affected.
Upgrading the information systems that support our operating processes and evolving the technology platform for our services
pose risks to our business.
Continued efficient operation of our business requires that we implement standardized global business processes and evolve our information
systems to enable this implementation, especially in the course of integrating acquired businesses into our company. We have continued to
undertake significant programs to optimize business processes with respect to our services. Our inability to effectively manage the
implementation of new information systems or upgrades and adapt to new processes designed into these new or upgraded systems in a
timely and cost-effective manner may result in disruption to our business and negatively affect our operations.
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We have entered into agreements with certain vendors to provide systems development, integration, and hosting services that develop or
license to us the information technology (“IT”) platforms and capacity for programs to optimize our business processes. If such vendors or
their products fail to perform as required or if there are substantial delays in developing, implementing, securing, and updating our IT
platforms, our customer delivery may be impaired, and we may have to make substantial further investments, internally or with third parties,
to achieve our objectives. For example, we rely on an external vendor to provide the clinical trial management software used in managing the
completion of our customer clinical trials. If that externally provided system is not properly maintained we might not be able to meet the
obligations of our contracts or may need to incur significant costs to replace the system or capability. Additionally, our progress may be
limited by parties with existing or claimed patents who seek to enjoin us from using preferred technology or seek license payments from us.
Meeting our objectives is dependent on a number of factors which might not take place as we anticipate, including obtaining adequate
technology-enabled services, depending upon our third-party vendors to develop and enhance existing applications to adequately support
our business, creating IT-enabled services that our customers will find desirable, and implementing our business model with respect to these
services. Also, increased IT-related expenditures and our potential inability to anticipate increases in service costs may negatively impact our
business, financial condition, results of operations, or cash flows.
If we fail to perform our services in accordance with contractual requirements, regulatory requirements, and ethical
considerations, we could be subject to significant costs or liability and our reputation could be harmed.
We contract with biopharmaceutical companies to perform a wide range of services to assist them in bringing new drugs to market and to
support the commercial activity of products already in the marketplace. Our services include monitoring clinical trials, data and laboratory
analysis, electronic data capture, patient recruitment, product launch consulting, Deployment Solutions, advertising, publications, and
medical communications, and other related services. Such services are complex and subject to contractual requirements, regulatory
standards, and ethical considerations. For example, we must adhere to applicable regulatory requirements such as those required by the
FDA, the European Medicines Agency and the competent authorities of the member states of the European Union (“EU”), and the Medicines
and Healthcare Products Regulatory Agency (“MHRA”) in the UK, including those laws and regulations governing the promotion, sales, and
marketing of biopharmaceutical products, and Good Clinical Practice (“GCP”) requirements, which govern, among other things, the design,
conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials. Once initiated, clinical trials must be conducted
pursuant to and in accordance with the applicable investigational new drug application or clinical trial application, the requirements of the
relevant institutional review boards or ethics committees, and GCP regulations. We are also subject to regulation by the Drug Enforcement
Administration (“DEA”) which regulates the distribution, recordkeeping, handling, security, and disposal of controlled substances. If we fail to
perform our services in accordance with these requirements, regulatory agencies may take action against us or our customers. Such actions
may include sanctions such as injunctions or failure of such regulatory authorities to grant marketing approval of products, imposition of
clinical holds or delays, suspension or withdrawal of approvals, rejection of data collected in our studies, license revocation, product seizures
or recalls, operational restrictions, civil or criminal penalties or prosecutions, damages, or fines. Additionally, there is a risk that actions by
regulatory authorities, if they result in significant inspectional observations or other measures, could harm our reputation and cause
customers not to award us future contracts or to cancel existing contracts. Customers may also bring claims against us for breach of our
contractual obligations, and patients in the clinical trials and patients taking drugs approved on the basis of those trials may bring personal
injury claims against us. Any such action could have a material adverse effect on our business, financial condition, results of operations, cash
flows, or reputation.
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Such consequences could arise if, among other things, the following occur:
Improper performance of our services. The performance of our clinical development and other biopharmaceutical services is complex and
time-consuming. For example, we may make mistakes in conducting a clinical trial that could negatively impact or obviate the usefulness of
the clinical trial or cause the results of the clinical trial to be reported improperly. If the clinical trial results are compromised, we could be
subject to significant costs or liability, which could have an adverse impact on our ability to perform our services and our reputation could be
harmed. For example:
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•
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non-compliance generally could result in the termination of ongoing clinical trials or the disqualification of data for submission
to regulatory authorities;
compromise of data from a particular trial, such as failure to verify that adequate informed consent was obtained from subjects
or improper monitoring of data, could require us to repeat the clinical trial under the terms of our contract at no further cost to
our customer, but at a substantial cost to us; and
breach of a contractual term could result in liability for damages or termination of the contract.
Large clinical trials can cost hundreds of millions of dollars and improper performance of our services could have a material adverse effect on
our financial condition, damage our reputation, and result in the termination of current contracts or failure to obtain future contracts from the
affected customer or other customers.
Interactive Voice/Web Response Technology malfunction. We develop, maintain, and use third-party computer-based interactive voice/web
response systems to automatically manage the randomization of patients in a given clinical trial to different treatment arms and regulate the
supply of investigational drugs, all by means of interactive voice/web response systems. An error in the design, programming, or validation of
these systems could lead to inappropriate assignment or dosing of patients which could give rise to patient safety issues, invalidation of the
trial, or liability claims against us. Furthermore, negative publicity associated with such a malfunction could have an adverse effect on our
business and reputation. Additionally, errors in randomization may require us to repeat the clinical trial at no further cost to our customer, but
at a substantial cost to us.
Investigation of customers. From time to time, one or more of our customers are audited or investigated by regulatory authorities or
enforcement agencies with respect to regulatory compliance of their clinical trials, programs, or the marketing and sale of their drugs. In
these situations, we have often provided services to our customers with respect to the clinical trials, programs, or activities being audited or
investigated, and we are called upon to respond to requests for information by the authorities and agencies. There is a risk that either our
customers or regulatory authorities could claim that we performed our services improperly or that we are responsible for clinical trial or
program compliance. If our customers or regulatory authorities make such claims against us and prove them, we could be subject to
damages, fines, or penalties. In addition, negative publicity regarding regulatory compliance of our customers’ clinical trials, programs, or
drugs could have an adverse effect on our business and reputation.
Insufficient customer funding to complete a clinical trial. As noted above, clinical trials can cost hundreds of millions of dollars. There is a risk
that we may initiate a clinical trial for a customer, and then the customer becomes unwilling or unable to fund the completion of the trial. In
such a situation, notwithstanding the customer’s ability or willingness to pay for or otherwise facilitate the completion of the trial, we may be
ethically bound to complete or wind down the clinical trial at our own expense.
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In addition to the above U.S. laws and regulations, we must comply with the laws of all countries where we do business, including laws
governing clinical trials in the jurisdiction where the trials are performed. Failure to comply with applicable requirements could subject us to
regulatory risk, liability, and potential costs associated with redoing the trials, which could damage our reputation and adversely affect our
operating results.
The operation of our early phase (Phase I and IIA) clinical facilities and the services we provide there as well as our clinical trial
management, including direct interaction with clinical trial patients or volunteers, and our mobile research nursing clinical trial
services, could create potential liability that may adversely affect our business, financial condition, results of operations, cash
flows, and reputation.
We operate facilities where early phase clinical trials are conducted, which ordinarily involve testing an investigational drug on a limited
number of individuals to evaluate a product’s safety, determine a safe dosage range and identify side effects. Additionally, our business
involves clinical trial management, which is one of our clinical development service offerings, and includes the testing of investigational drugs
on human volunteers. Some of these trials involve the administration of investigational drugs to known substance abusers or volunteers and
patients that are already seriously ill and are at risk for further illness or death. Failure to operate any of our early phase facilities in
accordance with applicable regulations could result in that facility being shut down, which could disrupt our operations and adversely affect
our business, financial condition, results of operations, cash flows, and reputation.
Additionally, we face risks resulting from the administration of drugs to volunteers, including adverse events, and the professional malpractice
of medical care providers, including improper administration of a drug or device. We also directly employ doctors, nurses, and other trained
employees who assist in implementing the testing involved in our clinical trials, such as drawing blood from healthy volunteers. Our mobile
research nurses engage in a wide range of services, from observing clinical trial participants ingesting drugs, to administering an infusion of
oncology medicine to a pediatric study participant. Our exposure with respect to these activities could exceed any contractual limits on
indemnification in our contracts with customers and vendors. Any professional malpractice or negligence by such doctors, nurses, principal
investigators, or other employees could potentially result in liability to us in the event of personal injury to or death of a volunteer in clinical
trials. This liability, particularly if it were to exceed the limits of any indemnification agreements and insurance coverage we may have, may
adversely affect our business and financial condition, results of operations, cash flows, and reputation.
If we are unable to attract suitable principal investigators and recruit and enroll patients for clinical trials, our clinical development
business might suffer.
The recruitment of principal investigators and patients for clinical trials is essential to our business. Principal investigators are typically
located at hospitals, clinics, or other sites and supervise the administration of the investigational drug to patients during the course of a
clinical trial. Patients generally include people from the communities in which the clinical trials are conducted. Several of our competitors
have purchased site networks or site management organizations as a strategy for priority access to a specific site, which could put us at a
competitive disadvantage. Our clinical development business could be adversely affected if we are unable to attract suitable and willing
principal investigators or recruit and enroll patients for clinical trials on a consistent basis. The expanding global nature of clinical trials
increases the risk associated with attracting suitable principal investigators and patients, especially if these trials are conducted in regions
where our resources or experience may be more limited. For example, if we are unable to engage principal investigators to conduct clinical
trials as planned or enroll sufficient patients in clinical trials, we might need to expend additional funds to obtain access to more principal
investigators and patients than planned or else be compelled to delay or modify the clinical trial plans, which may result in additional costs to
us or cancellation of the clinical trial by our customer. If realized, these risks may also inhibit our ability to attract new business, particularly in
certain regions.
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Our business could result in liability to us if a drug causes harm to a patient. While we are generally indemnified and insured
against such risks, we may still suffer financial losses.
When we market drugs under contract for a biopharmaceutical company, we could suffer liability for harm allegedly caused by those drugs,
either as a result of a lawsuit against the biopharmaceutical company to which we are joined, a lawsuit naming us or any of our subsidiaries,
or an action launched by a regulatory body. Any claim could result in potential liability for us if the claim is outside the scope of the
indemnification agreement we have with the biopharmaceutical company, the biopharmaceutical company does not abide by the
indemnification agreement as required, or the liability exceeds the amount of any applicable indemnification limits or available insurance
coverage. Such a result could have an adverse impact on our financial condition, results of operations, cash flows, and reputation.
Furthermore, negative publicity associated with harm caused by drugs we helped to market could have an adverse effect on our business
and reputation.
If we lose the services of key personnel or are unable to recruit experienced personnel, our business, financial condition, results of
operations, cash flows, or reputation could be materially adversely affected.
Our success substantially depends on the collective performance, contributions, and expertise of our senior management team and other key
personnel including qualified management, professional, scientific, and technical operating staff, and business development personnel,
particularly as we integrate acquired businesses into our company. There is significant competition for qualified personnel, particularly those
with higher educational degrees, in the biopharmaceutical and related services industries. For the year ended December 31, 2021, we
experienced increased employee turnover and challenges due to the current industry-wide labor shortage and resulting competition to retain
and attract qualified personnel. In addition, the close proximity of some of our facilities to offices of our major competitors could adversely
impact our ability to successfully recruit and retain key personnel. The departure of any key executive, or our inability to continue to identify,
attract and retain qualified personnel or replace any departed personnel in a timely fashion, might impact our ability to grow our business and
compete effectively in our industry and might negatively affect our business, financial condition, results of operations, cash flows, or
reputation.
Foreign currency exchange rate fluctuations may have a material adverse effect on our financial condition, results of operations,
and cash flows.
Approximately 19% of our revenue for the year ended December 31, 2021 was denominated in currencies other than the U.S. dollar and
35% of our direct and operating costs are incurred in countries with functional currencies other than the U.S. dollar. Our financial statements
are reported in U.S. dollars and changes in foreign currency exchange rates could significantly affect our financial condition, results of
operations, or cash flows. Our primary exposure to fluctuations in foreign currency exchange rates is related to the following risks:
Foreign Currency Risk from Differences in Customer Contract Currency and Operating Costs Currency. The majority of our global contracts
are denominated in U.S. dollars or Euros while our operating costs in foreign countries are denominated in various local currencies.
Fluctuations in the exchange rates of the currencies we use to contract with our customers and the currencies in which we incur cost to fulfill
those contracts can have a significant impact on our results of operations.
Foreign Currency Translation Risk. The revenue and expenses of our international operations are generally denominated in local currencies
and translated into U.S. dollars for financial reporting purposes. Accordingly, exchange rate fluctuations between the value of the U.S. dollar
versus local currencies will affect the U.S. dollar value of our foreign currency denominated revenue, costs, and results of operations.
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Foreign Currency Transaction Risk. We earn revenue from our service contracts over a period of several months and, in many cases, over
several years, resulting in timing differences between the consummation and cash settlement of a transaction. Accordingly, profitability of the
transactions denominated in foreign currencies is subject to effects of fluctuations in foreign currency exchange rates during the period of
time between the consummation and cash settlement of a transaction.
We may seek to limit our exposure to these risks through inclusion of foreign currency exchange rate provisions in our service contracts,
and/or by hedging certain exposures with foreign exchange derivative instruments. These measures, however, might not offset or mitigate
any, or all, of the adverse financial effects of unfavorable movements in foreign currency exchange rates.
Unfavorable economic conditions have previously and could in the future have a material adverse effect on our business, financial
condition, results of operations, or cash flows.
Unfavorable economic conditions and other adverse macroeconomic factors on global and domestic markets have previously and may in the
future result, among other matters, in tightening in the credit and capital markets, high levels of inflation, low liquidity, and volatility in fixed
income, credit, currency, and equity markets. Such conditions have and could in the future have a negative effect on our business, financial
condition, results of operations, or cash flows. For example, our customers might not be able to raise money to conduct existing clinical trials,
or to fund new drug development and related future clinical trials. Resource-sharing customers may also scale back commercial support for
their products. In addition, economic or market disruptions could negatively impact our vendors, contractors, or principal investigators which
might have a negative effect on our business.
Our effective income tax rate may fluctuate, which may adversely affect our results of operations.
Our effective income tax rate is influenced by our profitability in the various taxing jurisdictions in which we operate. Changes in the
distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate, which in turn could
have an adverse effect on our results of operations. Factors that may affect our effective income tax rate include, but are not limited to:
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jurisdictional earnings;
the repatriation of foreign earnings to the U.S.;
uncertain tax positions;
changes in tax laws in various taxing jurisdictions, including interpretations of regulations related to the Tax Cuts and Jobs Act;
audits by taxing authorities;
the establishment of valuation allowances against deferred income tax assets if we determine that it is more likely than not that
future income tax benefits will not be realized;
the release of a previously established valuation allowances against deferred income tax assets if we determine that it is more
likely than not that future income tax benefits will be realized;
changes in the relative mix and size of clinical studies in various tax jurisdictions; and
the timing and amount of the vesting and exercising of share-based compensation.
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These changes may cause fluctuations in our effective income tax rate that could adversely affect our results of operations and cause
fluctuations in our earnings and earnings per share.
We have only a limited ability to protect our intellectual property rights, and these rights are important to our success.
We develop, use, and protect our proprietary methodologies, analytics, systems, technologies, and other intellectual property. Existing laws
of the various countries in which we provide services or solutions offer only limited protection of our intellectual property rights, and the
protection in some countries may be very limited. We rely upon a combination of trade secrets, confidentiality policies, nondisclosure
agreements, and other contractual arrangements, as well as patent, copyright and trademark laws, to protect our intellectual property rights.
These laws are subject to change at any time and certain agreements might not be fully enforceable, which could further restrict our ability to
protect our innovations. Our intellectual property rights might not prevent competitors from independently developing services similar to or
duplicative of ours or alleging infringement of their intellectual property rights in certain jurisdictions. The steps we take in this regard might
not be adequate to prevent or deter infringement or misappropriation of our intellectual property or claims against us for alleged infringement
or misappropriation by competitors, former employees, or other third parties. Furthermore, we might not be able to detect unauthorized use
of, or take appropriate and timely steps to enforce, our intellectual property rights. Enforcing our rights might also require considerable time,
money, and oversight, and we might not be successful in enforcing our rights.
Our acquisition strategy may present additional risks, including the risk that we may be unable to fully realize the competitive and
operating synergies projected to be achieved through any specific acquisition.
We have historically grown our business both organically and through acquisitions. We have and will continue to assess the need and
opportunity to offer additional services through acquisitions of other companies. Acquisitions involve numerous risks, including the following:
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ability to identify suitable acquisition opportunities or obtain any necessary financing on commercially acceptable terms;
increased risk to our financial position and liquidity through changes to our capital structure and assumption of acquired
liabilities, including any indebtedness incurred to finance the acquisitions and related interest expense;
diversion of management’s attention from normal daily operations of the business;
insufficient revenues to offset increased expenses associated with acquisitions;
assumption of liabilities and exposure to unforeseen liabilities of acquired companies, including liabilities for their failure to
comply with healthcare, tax, and other regulations;
inability to achieve identified operating and financial synergies and other benefits anticipated to result from an acquisition;
difficulties integrating and documenting processes and controls in conformance with the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002;
ability to integrate acquired operations, products, and technologies into our business;
difficulties retaining and integrating acquired personnel and distinct cultures into our business; and
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the potential loss of key employees, customers, or projects.
We may also spend time and money investigating and negotiating with potential acquisition targets but not complete the transaction. Any
acquisition could involve other risks, including, among others, the assumption of additional liabilities and expenses, difficulties and expenses
in connection with integrating the acquired companies and achieving the expected benefits, issuances of potentially dilutive securities or
interest-bearing debt, loss of key employees of the acquired companies, transaction expenses, diversion of management's attention from
other business concerns, and, with respect to the acquisition of international companies, the inability to overcome differences in international
business practices, language and customs. Our failure to successfully integrate potential future acquisitions could have a material adverse
effect on our business, financial condition, results of operations, and cash flows.
Our relationships with existing or potential customers who are in competition with each other may adversely impact the degree to
which other customers or potential customers use our services, which may adversely affect our business, financial condition,
results of operations, or cash flows.
The biopharmaceutical industry is highly competitive, with biopharmaceutical companies each seeking to persuade payers, providers, and
patients that their drug therapies are better and more cost-effective than competing therapies marketed or being developed by competing
firms. In addition to the adverse competitive interests that biopharmaceutical companies have with each other, biopharmaceutical companies
also have adverse interests with respect to drug selection and reimbursement with other participants in the healthcare industry, including
payers and providers. Biopharmaceutical companies also compete to be first to market with new drug therapies. We regularly provide
services to biopharmaceutical companies that compete with each other, and we sometimes provide services to such customers regarding
competing drugs in the market and in development. Our existing or future relationships, particularly broader strategic provider and
commercial relationships, with our biopharmaceutical customers may therefore deter other biopharmaceutical customers from using our
services or may result in our customers seeking to place limits on our ability to serve other biopharmaceutical industry participants. In
addition, our further expansion into the broader healthcare market may adversely impact our relationships with biopharmaceutical customers,
and such customers may elect not to use our services, reduce the scope of services that we provide to them or seek to place restrictions on
our ability to serve customers in the broader healthcare market with interests that are adverse to theirs. Any loss of customers or reductions
in the level of revenues from a customer could have a material adverse effect on our business, financial condition, results of operations, or
cash flows.
Our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets.
As of December 31, 2021, our goodwill and net intangible assets were valued at $5.81 billion, which constituted approximately 71% of our
total assets.
Our goodwill is principally related to the acquisition of inVentiv completed in August 2017. Goodwill is tested for impairment at the reporting
unit level, which is one level below the operating segment level. This test requires us to determine if the implied fair value of the reporting
unit’s goodwill is less than its carrying amount. The impairment analysis requires significant judgments, estimates and assumptions. There is
no assurance that the actual future earnings or cash flows of the reporting units will not decline significantly from the projections used in the
impairment analysis. Goodwill impairment charges may be recognized in future periods in one or more of the reporting units to the extent
changes in factors or circumstances occur, including deterioration in the macroeconomic environment or industry, deterioration in our
performance or our future projections, or changes in plans for one or more of our reporting units. As of December 31, 2021, our goodwill is
assigned to four reporting units. We completed our annual impairment test as of October 1, 2021 for all of our reporting units and concluded
that there were no impairments.
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Intangible assets consist of customer relationships, acquired backlog, trade names, trademarks, patient communities, and acquired
technologies. We review intangible assets at the end of each reporting period to determine if facts and circumstances indicate that the useful
life is shorter than originally estimated or that the carrying amount of the assets might not be recoverable. If such facts and circumstances
exist, we assess the recoverability of identified assets by comparing the projected undiscounted net cash flows associated with the related
asset or group of assets over their remaining lives to their respective carrying amounts. Impairments, if any, are based on the excess of the
carrying amount over the fair value of those assets and occur in the period in which the impairment determination was made. We have
experienced material impairment losses in the past, and could experience additional material impairment losses in the future. The process of
testing intangible assets for impairment involves numerous judgments, assumptions, and estimates made by management including
expected future profitability, cash flows, and the fair values of assets and liabilities, which inherently reflect a high degree of uncertainty and
may be affected by significant variability. If the business climate deteriorates, then actual results may not be consistent with these judgments,
assumptions, and estimates, and our intangible assets may become impaired in future periods. Both the deterioration of the business climate
and any potential impairment losses caused as a result of such deterioration could in turn have an adverse impact on our business, financial
condition, and results of operations.
We face risks arising from the restructuring of our operations, which could adversely affect our financial condition, results of
operations, cash flows, or business reputation.
From time to time, we have adopted cost savings initiatives to improve our operating efficiency through various means such as: (i) the
reduction of overcapacity, primarily in our costs of services (billable) function; (ii) elimination of non-billable support roles; and (iii) the
consolidation or other realignment of our resources. During the year ended December 31, 2021, we recognized approximately $14.5 million
of employee severance costs, facility closure and lease termination costs of $8.2 million, and other costs of $0.1 million related to our focus
on optimizing our resources worldwide.
Restructuring actions present significant risks that could have a material adverse effect on our operations, financial condition, results of
operations, cash flows, or business reputation. Such risks include:
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a decrease in employee morale and retention of key employees;
a greater number of employment claims;
actual or perceived disruption of service or reduction in service standards to customers;
the failure to preserve supplier relationships and distribution, sales and other important relationships, and to resolve conflicts
that may arise;
the failure to achieve targeted cost savings; and
the failure to meet operational targets and customer requirements due to the loss of employees and any work stoppages that
might occur.
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We operate in many different jurisdictions and we could be adversely affected by violations of the FCPA, U.K. Bribery Act of 2010,
and/or similar worldwide anti-corruption and anti-bribery laws.
The FCPA, U.K. Bribery Act of 2010, and similar worldwide anti-corruption laws prohibit companies and their intermediaries from making
improper payments for the purpose of obtaining or retaining business. Our internal policies mandate compliance with these anti-corruption
laws. We operate in many parts of the world that have experienced corruption to some degree and, in certain circumstances, anti-corruption
laws have appeared to conflict with local customs and practices. Despite our training and compliance programs, we cannot assure that our
internal control policies and procedures will protect us from acts in violation of anti-corruption laws committed by persons associated with us,
and our continued expansion outside the U.S., including in developing countries, could increase such risk in the future. Violations of the
FCPA or other ex-U.S. anti-corruption laws, or even allegations of such violations, could disrupt our business and result in a material adverse
effect on our financial condition, results of operations, cash flows, and reputation. For example, violations of anti-corruption laws can result in
restatements of, or irregularities in, our financial statements as well as severe criminal or civil sanctions. In some cases, companies that
violate the FCPA (or similar laws in other jurisdictions outside the U.S.) might be debarred by the U.S. government and/or lose their U.S.
export privileges. In addition, U.S. or other governments might seek to hold us liable for successor liability for FCPA violations or violations of
other anti-corruption laws committed by companies that we acquire or in which we invest, or by or on behalf of persons working for or
representing our Company. Changes in anti-corruption laws or enforcement priorities could also result in increased compliance requirements
and related costs which could adversely affect our business, financial condition, results of operations, and cash flows.
The failure of third parties to provide us critical support services could adversely affect our business, financial condition, results of
operations, cash flows, or reputation.
We depend on third parties for support services vital to our business. Such support services include, but are not limited to, IT services,
laboratory services, third-party transportation and travel providers, freight forwarders and customs brokers, drug depots and distribution
centers, suppliers or contract manufacturers of drugs for patients participating in clinical trials, and providers of licensing agreements,
maintenance contracts, or other services. In addition, we also rely on third-party CROs and other contract clinical personnel for clinical
services either in regions where we have limited resources, or in cases where demand cannot be met by our internal staff. The failure of any
of these third parties to adequately provide us critical support services could have a material adverse effect on our business, financial
condition, results of operations, cash flows, or reputation.
Our embedded and functional outsourcing services could subject us to employment liability, which may cause adverse effects on
our business.
With our embedded and functional outsourcing services, we place employees at the physical workplaces of our customers. The risks of this
activity include claims of errors and omissions, misuse or misappropriation of client proprietary information, theft of client property, and torts
or other claims under employment liability, co-employment liability, or joint employment liability. We have policies and guidelines in place to
reduce our exposure to such risks, but if we fail to follow these policies and guidelines we may suffer reputational damage, loss of customer
relationships and business, and monetary damages.
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Our increasing focus on environmental sustainability and social initiatives could increase our costs, and inaction could harm our
reputation and adversely impact our financial results.
There has been increasing public focus by investors, customers, environmental activists, the media and governmental and nongovernmental
organizations on a variety of environmental, social and other sustainability matters. As an organization, we understand the importance of our
role in lessening our environmental footprint and supporting positive social impact. We established a cross-functional team to make
commitments relating to sustainability matters that affect us, including the design and implementation of specific risk mitigation strategic
initiatives relating to sustainability. In light of the importance of this to our culture, as well as internal and external stakeholders, if we are not
effective in addressing environmental, social and other sustainability matters affecting our business, or setting and meeting relevant
sustainability goals, our reputation and financial results may suffer. We may experience increased costs in order to execute upon our
sustainability goals and measure achievement of those goals, which could have an adverse impact on our business and financial condition.
In addition, this emphasis on environmental, social, and other sustainability matters has resulted and may result in the adoption of new laws
and regulations, including new reporting requirements. If we fail to comply with new laws, regulations, or reporting requirements, our
reputation and business could be adversely impacted.
We might not be able to utilize certain of our net operating loss carryforwards and certain other tax attributes, which could harm
our profitability.
As of December 31, 2021, we had approximately $317.4 million of net operating loss (“NOL”) carryforwards available to reduce U.S. federal
taxable income in future years. Under Section 382 and similar provisions of the Internal Revenue Code (the “Code”), if a corporation
undergoes an “ownership change,” that corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes,
such as research tax credits, to offset its post-change income and taxes may be limited for U.S. federal income tax purposes (or similar
provisions of other jurisdictions). These limitations may be subject to certain exceptions, including if there is “net unrealized built-in gain” in
the assets of the corporation undergoing the ownership change.
Downgrades of our credit ratings could adversely affect us.
We can be adversely affected by downgrades of our credit ratings because ratings are a factor influencing our ability to access capital and
the terms of any new indebtedness, including covenants and interest rates. Our customers and vendors may also consider our credit profile
when negotiating contract terms, and if they were to change the terms on which they deal with us, it could have a material adverse effect on
our business, results of operations, cash flows, and financial condition.
Many of our vendors have the right to declare us in default of our agreements if any such vendor, including the lessors under our vehicle fleet
leases, determines that a change in our financial condition poses a substantially increased credit risk. Upon default, the lessors can
repossess the vehicles and require us to compensate them for any remaining lease payments in excess of the value of the repossessed
vehicles. As of December 31, 2021, we had $54.8 million in finance lease obligations, primarily related to vehicles used in Deployment
Solutions in the U.S. Deployment Solutions may be negatively impacted if we lose the use of vehicles for any period of time.
Our credit agreement (as amended, the “Credit Agreement”) contains covenants that may restrict our ability to, among other things, borrow
money, pay dividends, make capital expenditures, make strategic acquisitions and effect a consolidation, merger, or disposal of all or
substantially all of our assets. Refer to “Risks Related to Our Indebtedness – Covenant restrictions under the Credit Agreement may limit our
ability to operate our business” for further details on our covenant restrictions.
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Risks Related to Our Industry
The biopharmaceutical services industry is highly competitive and our business could be materially impacted if we do not compete
effectively.
The biopharmaceutical services industry is highly competitive. Our business often competes with other biopharmaceutical services
companies, internal discovery departments, development departments, sales and marketing departments, information technology
departments, and other departments within our customers, some of which could be considered large biopharmaceutical services companies
in their own right with greater resources than ours. To the extent that our clients choose to internally perform the clinical development and
commercialization tasks that we provide, our business will suffer. We also compete with universities, teaching hospitals, governmental
agencies, and others. If we do not compete successfully, our business will suffer. The industry is highly fragmented, with numerous smaller
specialized companies and a handful of companies with global capabilities similar to certain of our own capabilities. Increased competition
has led to price and other forms of competition (such as acceptance of less favorable contract terms) that could adversely affect our
operating results. There are few barriers to entry for companies considering offering any one or more of the services we offer. Because of
their size and focus, these companies might compete effectively against us, which could have a material adverse impact on our business.
In recent years, our industry has experienced increased consolidation which may continue and might put us at risk of growing more slowly
than our competitors that make acquisitions. This trend is likely to produce more competition from the resulting larger companies, and ones
without the cost pressures of being public, for both customers and acquisition candidates. One specific aspect of this consolidation
competition involves CROs entering into transactions to attempt to control more access to clinical trial participants, like acquisition of site
networks and data. These trends could make it harder for us to compete successfully.
In addition, the emergence of the use of real world evidence and new tools such as machine learning and artificial intelligence that capitalize
on the availability of large data sets may reduce the time and costs of the discovery and development process, may allow our clients to more
readily perform clinical development tasks and services that we provide themselves or may cause price competition. More broadly, our
current competitors or other businesses might develop technologies or services that are more effective or commercially attractive than, or
render obsolete, our current or future technologies and services. Our failure to develop and offer competitive solutions that address these
and other technological advances in a timely, cost-effective manner or to keep pace with rapid technological change could adversely affect
our competitive position and our results of operations.
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Our future growth and success will depend on our ability to successfully compete with other companies that provide similar services in the
same markets, some of which may have financial, marketing, technical, and other advantages. We also expect that competition will continue
to increase as a result of consolidation among these various companies. Large technology companies with substantial resources, technical
expertise, and greater brand power could also decide to enter or further expand in the markets where our business operates and compete
with us. If one or more of our competitors or potential competitors were to merge or partner with another of our competitors, or if a new
entrant emerged with substantial resources, the change in the competitive landscape could adversely affect our ability to compete effectively.
We compete on the basis of various factors, including breadth and depth of services, reputation, reliability, quality, innovation, security, price,
and industry expertise and experience. In addition, our ability to compete successfully may be impacted by the growing availability of health
information from social media, government health information systems, and other free or low-cost sources. In addition, consolidation or
integration of wholesalers, retail pharmacies, health networks, payers, or other healthcare stakeholders may lead any of them to provide
information services directly to customers or indirectly through a designated service provider, resulting in increased competition from firms
that may have lower costs to market (e.g., no data supply costs). Any of the above may result in lower demand for our services, which could
result in a material adverse impact on our operating results and financial condition.
Outsourcing trends in the biopharmaceutical industry and changes in aggregate spending and research and development budgets
could adversely affect our operating results and growth rate.
Our revenues depend on the level of R&D and commercialization expenditures, size of the drug-development pipelines, and outsourcing
trends of the biopharmaceutical industry, including the amount of such R&D and commercialization spend that is outsourced and subject to
competitive bidding amongst us and our competitors. Accordingly, economic factors and industry trends that affect biopharmaceutical
companies affect our business.
Biopharmaceutical companies continue to seek long-term strategic collaborations with global CROs with favorable pricing terms. Competition
for these collaborations is intense and we might not be selected, in which case a competitor may enter into the collaboration and our
business with the customer, if any, may be limited. Our success depends in part on our ability to establish and maintain preferred provider
relationships with large biopharmaceutical companies. Our failure to develop or maintain these preferred provider relationships could have a
material adverse effect on our business and results of operations. Furthermore, in order to obtain preferred provider relationships or other
large contracts for commercialization services, we may have to reduce the prices for our services, which could negatively impact our gross
margin for these services.
Our small and mid-sized biopharmaceutical company clients may rely on funding from venture capital and other sources to drive their
business. To the extent that this funding is reduced, our small and mid-sized biopharmaceutical company clients may be forced to reduce
their outsourced R&D and commercialization expenditures, which could have a material adverse effect on our business and results of
operations.
In addition, if the biopharmaceutical industry reduces its outsourcing of clinical trials or commercialization services or such outsourcing fails to
grow at projected rates, our business, financial condition, results of operations, and cash flows could be materially and adversely affected.
We may also be negatively impacted by consolidation and other factors in the biopharmaceutical industry, which may slow decision making
by our customers, result in the delay or cancellation of existing projects, cause reductions in overall R&D expenditures, or lead to increased
pricing pressures. Further, in the event that one of our customers combines with a company that is using the services of one of our
competitors, the combined company could decide to use the services of that competitor or another provider. All of these events could
adversely affect our business, financial condition, cash flows, or results of operations.
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Actions by government regulators or customers to limit a prescription’s scope or withdraw an approved product from the market
could adversely affect our business, results of operations, and financial condition.
Government regulators have the authority, after approving a biopharmaceutical product, to limit its indicated use, impose restrictions on its
marketing, or withdraw it from the market completely based on safety or other concerns. Similarly, customers may act to voluntarily limit the
sales of biopharmaceutical products or withdraw them from the market. Actions by payers to limit a product on a formulary list or restrict
coverage or reimbursement for a product can influence customer decisions to withdraw or limit market support for a product. In the past, we
have provided services with respect to products that have been limited or withdrawn. If we are providing services to customers for products
that are limited or withdrawn, we may be required to narrow the scope of or terminate our services with respect to such products, which
would prevent us from earning the full amount of revenues anticipated under the related contracts with negative impacts to our business,
results of operations, cash flows, and financial condition.
If we fail to comply with federal, state, and foreign healthcare laws, including fraud and abuse laws, we could face substantial
penalties and our business, financial condition, results of operations, cash flows, and prospects could be adversely affected.
Even though we do not and will not order healthcare services or bill directly to Medicare, Medicaid, or other third-party payers, certain federal
and state healthcare laws and regulations pertaining to fraud and abuse are and will be applicable to our business. We could be subject to
healthcare fraud and abuse laws of both the federal government and the states in which we conduct our business. Because of the breadth of
these laws and the narrowness of available statutory and regulatory exceptions, it is possible that some of our business activities could be
subject to challenge under one or more of such laws. If we or our operations are found to be in violation of any of the laws described above
or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines,
imprisonment, and the curtailment or restructuring of our operations, any of which could materially adversely affect our ability to operate our
business, our financial results, and our reputation.
We may be affected by healthcare reform and potential additional reforms which may adversely impact the biopharmaceutical
industry and reduce the need for our services or negatively impact our profitability.
Numerous government bodies are considering or have adopted healthcare reforms and may undertake, or are in the process of undertaking,
efforts to control healthcare costs through legislation, regulation, and agreements with HCPs and biopharmaceutical companies, including
many of our customers. As governmental administrations change and reforms take place, we are unable to predict what legislative proposals,
if any, will be adopted in the future. If regulatory cost-containment efforts limit the profitability of new drugs by, for example, continuing to
place downward pressure on pharmaceutical pricing and/or increasing regulatory burdens and operating costs of the biopharmaceutical
industry, our customers may reduce their commercialization and R&D spending, which could reduce the business they outsource to us. In
addition, if regulatory requirements are relaxed or simplified drug approval procedures are adopted, the demand for our services could
decrease.
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Government bodies have adopted and may continue to adopt new healthcare legislation or regulations that are more burdensome than
existing regulations. For example, product safety concerns and recommendations by the Drug Safety Oversight Board could change the
regulatory environment for drug products, and new or heightened regulatory requirements may increase our expenses or limit our ability to
offer some of our services. We might have to incur additional costs to comply with these or other new regulations, and failure to comply could
harm our financial condition, results of operations, cash flows, and reputation, and result in adverse legal action(s). Additionally, new or
heightened regulatory requirements may have a negative impact on the ability of our customers to conduct industry-sponsored clinical trials,
which could reduce the need for our post-approval development services. For instance, in the EU, the Clinical Trials Regulation (“CTR”),
which was adopted in April 2014, will become applicable on January 31, 2022. The CTR will be directly applicable in all EU member states,
repealing the current Clinical Trials Directive. The CTR harmonizes the assessment and supervision processes for clinical trials throughout
the EU via a Clinical Trials Information System, which will notably contain a centralized EU portal and database.
It is currently unclear to what extent the UK will seek to align its regulations with the EU Clinical Trials Regulation (EU) No 536/2014, which
was enacted in 2014 and became effective on January 31, 2022. The UK regulatory framework in relation to clinical trials is derived from
existing EU legislation (as implemented into UK law, through secondary legislation). If the decision by the UK is not to closely align its
regulations with the new approach that will be adopted in the EU, it could have an effect on the cost of conducting clinical trials in the UK as
opposed to other countries and/or make it harder to seek a marketing authorization in the EU for product candidates on the basis of clinical
trials conducted in the UK.
Current and proposed laws and regulations regarding the protection of personal data could result in increased risks of liability or
increased cost to us or could limit our service offerings.
The global data protection landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws,
requirements, and regulations governing the collection, use, disclosure, retention, and security of personal information, such as information
we may collect about individuals in the U.S., the EEA, the UK, and other countries where we have operations, including but not limited to
Japan, China, South Korea, Brazil, and Singapore. Federal, state, and foreign governments may propose or have adopted additional
legislation governing the collection, possession, use, storage, or disclosure of personal data, including but not limited to health and financial
data, as well as security breach notification rules for loss or theft of such data. Additional legislation or regulation of this type might, among
other things, require us to implement additional security measures and processes or to anonymize or de-identify health or other personal
data in excess of what we are already obliged to do, each of which may require substantial expenditures or limit our ability to offer some of
our services. Failure to comply with these data protection and privacy laws, rules, and regulations, or to resolve any privacy or security
complaints, could subject us to regulatory sanctions, fines, delays in clinical trials, criminal prosecution, or civil liability, as well as reputational
damage.
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In the U.S., we are subject to certain state privacy and data security laws and regulations in the states in which we operate, such as the
CCPA, which became effective as of January 2020, and creates individual privacy rights for California consumers and increases the privacy
and security obligations of entities handling certain personal information. The CCPA provides for civil penalties for violations, as well as a
private right of action for data breaches that is expected to increase data breach litigation. Further, the California Privacy Rights Act (the
“CPRA”) recently passed in California. The CPRA will impose additional data protection obligations on covered businesses, including
additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of
sensitive data. It will also create a new California data protection agency authorized to issue substantive regulations and could result in
increased privacy and information security enforcement. The majority of the provisions will go into effect on January 1, 2023, and additional
compliance investment and potential business process changes may be required. Similar laws have passed in Virginia and Colorado, and
have been proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the U.S. The
enactment of such laws could have potentially conflicting requirements that would make compliance challenging. In the event that we are
subject to or affected by the CCPA, the CPRA, or other domestic privacy and data protection laws, any liability from failure to comply with the
requirements of these laws could adversely affect our financial condition.
In the EEA, we are subject to the EU GDPR, and in the UK, we are subject to the UK data protection regime consisting primarily of the UK
General Data Protection Regulation, or UK GDPR, and the UK Data Protection Act 2018, (collectively, the GDPR), in each case in relation to
our collection, control, processing, sharing, disclosure, and other use of data relating to an identifiable living individual (personal data). The
GDPR contains provisions specifically directed at the processing of health data, rights of data subjects, data breach notification, and extra-
territoriality measures intended to extend the applicability of the law to certain activities performed by non-EEA/UK organizations (such as the
targeting or monitoring of individuals located in the EEA/UK by organizations located in other locations). Failure by us, or by our partners, our
service providers, or our employees or contractors, to comply with the GDPR could result in regulatory investigations, reputational damage,
orders to cease/ change our use of data, enforcement notices and/ or fines of the greater of €20 million/£17.5 million or 4% of total global
annual revenue, as well as potential civil claims including class actions where individuals suffer harm. These changes may lead to additional
compliance costs and could increase our overall risk. As we expand into other foreign countries and jurisdictions, we may be subject to
additional laws and regulations that may affect how we conduct business.
In addition to data protection laws and regulations, regulators are considering (or are adopting) other laws, regulations and guidelines that
impact the processing of personal information. For example, the evolving landscape surrounding the use of artificial intelligence and online
advertising may lead to additional compliance costs and could increase our overall risk.
In addition, we operate on a global basis and may transfer personal data to our affiliates and service providers in the course of administering
our business and performing our services. As a result, we are subject to legal requirements that govern the cross-border transfer of personal
data. For example, the GDPR prohibits the transfer of personal data outside the EEA and the UK to third countries that have not been found
to provide adequate protection to such personal data, including the U.S., in the absence of certain safeguards. We rely upon Standard
Contractual Clauses (“SCCs”) and other appropriate safeguards or derogations for such transfers of personal data.
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The European Commission issued revised SCCs on June 4, 2021 to account for the decision of the CJEU and recommendations made by
the European Data Protection Board. The revised SCCs must be used for relevant new data transfers from September 27, 2021; existing
standard contractual clauses arrangements must be migrated to the revised clauses by December 27, 2022. The new SCCs apply only to the
transfer of personal data outside of the EEA and not the UK; the UK’s Information Commissioner’s Office launched a public consultation on
its draft revised data transfers mechanisms in August 2021. There is some uncertainty around whether the revised clauses can be used for
all types of data transfers, particularly whether they can be relied on for data transfers to non-EEA entities subject to the GDPR.
As noted in prior disclosures, certain of our clinical entities relied in part on the EU-U.S. and Swiss-U.S. Privacy Shield frameworks to transfer
certain personal data from the EU and Switzerland, respectively, to the U.S. On July 16, 2020, the Court of Justice of the European Union
(“CJEU”) invalidated the EU-US Privacy Shield. Similarly, on September 8, 2020, Switzerland’s Federal Data Protection and Information
Commissioner (“FDPIC”) issued an opinion concluding that the Swiss-US Privacy Shield Framework does not provide an adequate level of
protection to transfer Personal Data from Switzerland to the U.S. Because of these developments, we no longer leverage these frameworks
to support the transfer of personal data from the EU and Switzerland to the U.S., although we continue participation in them, in an effort to
demonstrate our commitment to the protection of personal data.
We are accountable for the acts and omissions of our third-party service providers we engage to process personal data on our behalf,
subject to limitations and exclusions provided by law. There is no assurance that contractual measures and our own privacy and security-
related safeguards will protect us from the risks associated with the third-party processing, storage and transmission of such information. Any
violation of data protection laws by our third-party processors could have a material adverse effect on our business and result in the fines and
penalties outlined above.
Although we work to comply with applicable laws, regulations and standards, our contractual obligations, and other legal obligations, these
requirements are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may
conflict with one another or other legal obligations with which we must comply. Any failure or perceived failure by us or our employees,
representatives, contractors, consultants, collaborators, or other third parties to comply with such requirements or adequately address
privacy and security concerns, even if unfounded, could result in additional cost and liability to us, damage our reputation, and adversely
affect our business and results of operations.
Our customers face intense competition from lower cost generic products and other competing products, which may lower the
amount that they spend on our services and could have a material adverse effect on our business, results of operations, cash
flows, and financial condition.
Our customers face increasing competition from competing products and, in particular, from lower cost generic products, which in turn may
affect their ability to pursue clinical development and commercialization activities. In the U.S., the EU and Japan, political pressure to reduce
spending on prescription products has led to legislation and other measures which encourage the use of generic products. In addition,
proposals emerge from time to time in the U.S. and other countries for legislation to further encourage the early and rapid approval of generic
products. Loss of patent protection for a product typically is followed promptly by generic substitutes, reducing our customers’ sales of that
product and their overall profitability. Availability of generic substitutes for our customers’ products or other competing products may cause
them to lose market share and, as a result, may adversely affect their results of operations and cash flow, which in turn may mean that they
would not have adequate capital to purchase our services. If competition from generic or other products impacts our customers’ finances
such that they decide to curtail our services, our net revenues may decline and this could have a material adverse effect on our business,
results of operations, and financial condition.
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The biopharmaceutical industry has a history of patent and other intellectual property litigation and we might be involved in costly
intellectual property lawsuits.
The biopharmaceutical industry has a history of intellectual property litigation and these lawsuits will likely continue in the future. Accordingly,
we may face patent infringement suits or be called upon to provide documentation by companies that have patents for similar business
processes or other suits alleging infringement of their intellectual property rights. Legal proceedings relating to intellectual property could be
expensive, take significant time, and divert management’s attention from other business concerns, regardless of the outcome of the litigation.
In the event an infringement lawsuit were brought against us and we did not prevail, we might have to pay substantial damages and we could
be required to stop infringing activity or obtain a license to use technology on unfavorable terms.
Risks Related to Our Indebtedness
Our substantial debt could adversely affect our financial condition and cash flows from operations.
As of December 31, 2021, our total principal amount of indebtedness was $2.84 billion, which consisted of: (i) $1.79 billion in term loan debt;
(ii) $600.0 million of 3.625% senior notes (the “Notes”); (iii) borrowings of $400.0 million under our accounts receivable financing agreement;
and (iv) $54.8 million in current and non-current finance lease obligations. Our substantial indebtedness could adversely affect our financial
condition and cash flows from operations and thus make it more difficult for us to satisfy our obligations with respect to our senior secured
facilities. If our cash flow is not sufficient to service our debt and adequately fund our business, we may be required to seek further additional
financing or refinancing or dispose of assets. We might not be able to influence any of these alternatives on satisfactory terms or at all. Our
substantial indebtedness could also:
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increase our vulnerability to adverse general economic, industry, or competitive developments;
require us to dedicate a more substantial portion of our cash flows from operations to payments on our indebtedness, thereby
reducing the availability of our cash flows to fund working capital, investments, acquisitions, capital expenditures, and other
general corporate purposes;
limit our ability to make required payments under our existing contractual commitments, including our existing long-term
indebtedness;
limit our ability to fund a change of control offer;
require us to sell certain assets;
restrict us from making strategic investments, including acquisitions, or causing us to make non-strategic divestitures;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
place us at a competitive disadvantage compared to our competitors that have less debt;
cause us to incur substantial fees from time to time in connection with debt amendments or refinancings;
increase our exposure to rising interest rates because a substantial portion of our borrowings is at variable interest rates; and
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limit our ability to borrow additional funds or to borrow on terms that are satisfactory to us.
Despite our level of indebtedness, we are able to incur more debt and undertake additional obligations. Incurring such debt or
undertaking such additional obligations could further exacerbate the risks to our financial condition.
We also may be able to incur additional indebtedness in the future. Although covenants under the Credit Agreement limit our ability to incur
certain additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in
compliance with these restrictions could be substantial. To the extent we incur additional indebtedness, the risks associated with our
leverage, including our possible inability to service our debt obligations, would increase.
Servicing our debt will require a significant amount of cash, and our ability to generate sufficient cash depends on many factors,
some of which are beyond our control.
Our ability to make payments on and refinance our debt, make strategic acquisitions, and fund capital expenditures depends on our ability to
generate cash flow in the future. To some extent, our ability to generate future cash flow is subject to general economic, financial,
competitive, and other factors that are beyond our control. We cannot assure you that:
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our business will generate sufficient cash flow from operations;
we will continue to realize the cost savings, revenue growth, and operating improvements that resulted from the execution of
our long-term strategic plan; or
future sources of funding will be available to us in amounts sufficient to enable us to fund our liquidity needs.
We also may experience difficulties repatriating cash from foreign subsidiaries and accounts due to law, regulation, or contracts which could
further constrain our liquidity. If we cannot fund our liquidity needs, we will have to take actions such as reducing or delaying capital
expenditures, marketing efforts, strategic acquisitions, investments and alliances, selling assets, restructuring or refinancing our debt, or
seeking additional equity capital. We cannot assure you that any of these remedies could, if necessary, be effected on commercially
reasonable or favorable terms, or at all, or that they would permit us to meet our scheduled debt service obligations. Any inability to generate
sufficient cash flow or refinance our debt on favorable terms could have a material adverse effect on our financial condition.
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Covenant restrictions under the Credit Agreement, our other financing arrangements, and lease agreement may limit our ability to
operate our business.
The Credit Agreement and our indentures governing our Notes contain covenants that may restrict our ability to, among other things, borrow
money, pay dividends, make capital expenditures, make strategic acquisitions and effect a consolidation, merger or disposal of all or
substantially all of our assets. Although the covenants in the Credit Agreement and our other debt instruments are subject to various
exceptions, we cannot assure you that these covenants will not adversely affect our ability to finance future operations, capital needs, or to
engage in other activities that may be in our best interest. In addition, in certain circumstances, our long-term debt requires us to maintain a
specified financial ratio and satisfy certain financial condition tests, which may require that we take action to reduce our debt or to act in a
manner contrary to our business objectives. A breach of any of these covenants could result in a default under our senior secured facilities or
our indentures governing our senior unsecured notes. If an event of default under the Credit Agreement or our other debt instruments occurs,
the lenders thereunder or holders of the defaulted debt could elect to declare all amounts outstanding, together with accrued interest, to be
immediately due and payable. In such case, we might not have sufficient funds to repay all the outstanding amounts. In addition, the Credit
Agreement is secured by first priority security interests on substantially all of our real and personal property, including the capital stock of
certain of our subsidiaries. If an event of default under the Credit Agreement occurs, the lenders thereunder could exercise their rights under
the related security documents. Any acceleration of amounts due under the Credit Agreement or the substantial exercise by the lenders of
their rights under the security documents would likely have a material adverse effect on us. Our receivables facility also contains covenants
customary in such facilities that may restrict our ability to operate our business.
Under the terms of the lease agreement for our corporate headquarters in Morrisville, North Carolina we may be required to issue a letter of
credit (“LOCs”) to the landlord based on our debt rating issued by Moody’s Investors Service (or other nationally-recognized debt rating
agency, such as S&P Global Ratings).
As of December 31, 2021, our debt rating was such that no LOC is currently required. Any LOCs issued in accordance with the
aforementioned requirements could be issued under our revolving credit facility (the “Revolver”) under the Credit Agreement, and, if issued
under our Revolver, would reduce our available borrowing capacity by the same amount accordingly.
Interest rate fluctuations may have a material adverse effect on our business, financial condition, results of operations, or cash
flows.
Because we have substantial variable rate debt, fluctuations in interest rates may affect our business, financial condition, results of
operations, or cash flows. We currently utilize interest rate swaps to limit our exposure to interest rate fluctuations; however, such instruments
may not be effective. As of December 31, 2021, we had approximately $2.84 billion of total principal indebtedness consisting of $1.79 billion
in term loan debt, $600.0 million under the Notes, borrowings of $400.0 million under our accounts receivable financing agreement, and
$54.8 million in current and non-current of finance lease obligations, of which $1.03 billion (excluding finance leases) was subject to variable
interest rates.
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A portion of our indebtedness bears interest at variable interest rates, primarily based on the London Inter-bank Offered Rate (“LIBOR”),
which may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to
perform differently than in the past or cause other unanticipated consequences. Some tenors of LIBOR were discontinued on December 31,
2021. Although we expect that the capital and debt markets will cease to use LIBOR as a benchmark in the near future and the administrator
of LIBOR has announced its intention to extend the publication of most tenors of LIBOR for U.S. dollars through June 30, 2023, we cannot
predict whether or when LIBOR will actually cease to be available, whether the Secured Overnight Funding Rate, or SOFR, will become the
market benchmark in its place or what impact such a transition may have on our business, financial condition, and results of operations.
A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs
and reduce our access to capital.
Our debt currently has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if,
in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Consequently,
real or anticipated changes in our credit ratings will generally affect the market value of our debt. Credit ratings are not recommendations to
purchase, hold, or sell the Notes. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain
additional debt financing.
Risks Related to Ownership of Our Common Stock
We do not expect to pay any cash dividends for the foreseeable future.
We do not anticipate that we will pay any dividends to holders of our stock for the foreseeable future. Any payment of cash dividends will be
at the discretion of our Board and will depend on our financial condition, capital requirements, legal requirements, earnings, and other
factors. Our ability to pay dividends is restricted by the terms of the Credit Agreement and might be restricted by the terms of any
indebtedness that we incur in the future. Consequently, you should not rely on dividends in order to receive a return on your investment.
Provisions of our corporate governance documents and Delaware law could make an acquisition of our company more difficult
and may prevent attempts by our shareholders to replace or remove our current management, even if beneficial to our
shareholders.
Provisions of our certificate of incorporation and our amended and restated bylaws contain provisions that delay, defer or discourage
transactions involving an actual or potential change in control of us or change in our management that shareholders may consider favorable,
including transactions in which you might otherwise receive a premium for your shares. These provisions could also limit the price that
investors might be willing to pay in the future for shares of our stock, thereby depressing the market price of our stock. In addition, these
provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more
difficult for shareholders to replace members of the Board. Because the Board is responsible for appointing the members of our management
team, these provisions could in turn affect any attempt to replace current members of our management team. Among others, these
provisions include: (i) our ability to issue preferred stock without shareholder approval; (ii) the requirement that our shareholders may not act
without a meeting; (iii) requirements for advance notification of shareholder nominations and proposals contained in our bylaws; (iv) the
absence of cumulative voting for our directors; and (v) requirements for shareholder approval of certain business combinations.
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Additionally, Section 203 of the Delaware General Corporation Law prohibits a publicly held Delaware corporation from engaging in a
business combination with an interested shareholder, generally a person which together with its affiliates owns, or within the last three years
has owned, 15% of our voting stock, for a period of three years after the date of the merger in which the person became an interested
shareholder, unless the business combination is approved in a prescribed manner. The existence of the foregoing provision could also limit
the price that investors might be willing to pay in the future for shares of our stock, thereby depressing the market price of our stock.
Our certificate of incorporation, as amended, provides, subject to certain exceptions, that the Court of Chancery of the State of
Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability
to obtain a favorable judicial forum for disputes with us or our directors, officers or stockholders.
Our certificate of incorporation, as amended, provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will,
to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf; (2)
any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any of our directors, officers or stockholders to us or
our stockholders; (3) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate
of incorporation, as amended, or our amended and restated bylaws; (4) any action to interpret, apply, enforce or determine the validity of our
certificate of incorporation, as amended, or our amended and restated bylaws or (5) any action asserting a claim governed by the internal
affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act, Securities Act, or, in
each case, the rules and regulations thereunder, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person
or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and to
have consented to the provisions of our certificate of incorporation, as amended, described above. This exclusive forum provision may
increase the costs associated with bringing a claim, discourage claims or limit a stockholder’s ability to bring a claim in a judicial forum that it
finds favorable for disputes with us or any of our directors, officers or stockholders, any of which may discourage lawsuits with respect to
such claims. Alternatively, if a court were to find the exclusive forum provision in our certificate of incorporation, as amended, to be
inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which
could materially adversely affect our business, financial condition and results of operations.
The outcome of the putative class action lawsuit filed against us could have a material adverse effect on our business, financial
condition, results of operation, and cash flows.
On January 25, 2018, a complaint was filed in the Eastern District of North Carolina on behalf of a putative class of shareholders who
purchased our common stock during the period between May 10, 2017 and November 8, 2017. The complaint names us and certain of our
executive officers as defendants and alleges violations of the Securities Exchange Act of 1934, as amended, based upon allegedly
inaccurate or incomplete information regarding, among other things, the financial performance and business outlook for inVentiv’s business
prior to the Merger and with respect to the combined company following the Merger. The plaintiffs seek awards of compensatory damages,
among other relief, and their costs and attorneys’ and experts’ fees. We are presently unable to predict the duration, scope or result of this
putative class action, or any other related lawsuit or investigation.
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Our internal control over financial reporting is required to meet all the standards of Section 404 of Sarbanes-Oxley, and failure to
achieve and maintain effective internal controls over financial reporting could have a material adverse effect on our stock price,
reputation, business, financial condition, results of operations and cash flows.
Section 404 of Sarbanes-Oxley requires management and our independent registered public accounting firm to assess and attest to the
effectiveness of internal control over financial reporting on an annual basis. The rules governing the standards that must be met to assess
our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation of our
existing controls and could result in incurring significant additional expenditures. We are required to design, implement, and test our internal
control over financial reporting in order to comply with this obligation. The effort necessary to meet these requirements is time consuming,
costly, and complicated, and we must continually evaluate and refine these processes on an ongoing basis. We might encounter problems or
delays in completing the implementation of any required improvements and therefore fail to receive a favorable attestation provided by our
independent registered public accounting firm.
Further, we have previously had material weaknesses or significant deficiencies in our internal control over financial reporting and new
material weaknesses or significant deficiencies may exist or otherwise be discovered in the future. If we fail to maintain an effective internal
control environment, such failure could limit our ability to report our financial results accurately and timely, resulting in misstatements and/or
restatements of our consolidated financial statements, which may cause investors to lose confidence and have a material adverse effect on
our stock price, reputation, business, financial condition, results of operations, and cash flows.
We are a holding company and rely on dividends and other payments, advances, and transfers of funds from our subsidiaries to
meet our obligations and pay any dividends.
We have no direct operations and no significant assets other than ownership of 100% of the capital stock of our subsidiaries. Because we
conduct our operations through our subsidiaries, we depend on those entities for dividends and other payments to generate the funds
necessary to meet our financial obligations, and to pay any dividends with respect to our stock. Legal and contractual restrictions in the
Credit Agreement and other agreements, which may govern future indebtedness of our subsidiaries, as well as the financial condition and
operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. The earnings from, or other available
assets of, our subsidiaries might not be sufficient to pay dividends, make distributions, or loans to enable us to pay any dividends on our
stock or other obligations. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations,
and cash flows.
General Risk Factors
Our stock price is subject to volatility, which could have a material adverse impact on investors and employee retention.
Since our initial public offering in November 2014 (the “IPO”), the price of our stock, as reported by Nasdaq, has ranged from a low of $19.61
on November 7, 2014 to a high of $104.18 on November 12, 2021. In addition, securities markets worldwide have experienced, and are likely
to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political
conditions, could affect stock price in ways that may be unrelated to our operating performance. The trading price of our stock is subject to
significant price fluctuations in response to many factors, including:
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market conditions or trends in our industry, including with respect to the regulatory environment, or the economy as a whole;
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fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those
expected by investors;
future performance guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this
guidance;
changes in financial estimates or ratings by any securities analysts who follow our stock, our failure to meet those estimates or
the failure of those analysts to initiate or maintain coverage of our stock;
changes in key personnel;
entry into new markets;
announcements by us or our competitors of new service offerings or significant acquisitions, divestitures, strategic
partnerships, joint ventures or capital commitments;
actions by competitors;
changes in operating performance and market valuations of other companies in the industry;
investors’ perceptions of our prospects and the prospects of the industry;
investors’ perceptions of the investment opportunity associated with our stock relative to other investment alternatives;
the public’s reaction to press releases or other public announcements by us or third parties, including our filings with the SEC;
announcements related to litigation;
changes in the credit ratings of our debt;
the sustainability of an active trading market for our stock;
future sales of our stock by our significant shareholders, officers, and directors; and
other events or factors, including those resulting from system failures and disruptions, cyber-attacks, earthquakes, hurricanes,
war, acts of terrorism, pandemics, other natural disasters, or responses to these events.
These and other factors may cause the market price and demand for shares of our stock to fluctuate substantially, which could result in
reduced liquidity and a decline in the price of our stock. When the market price of a stock is volatile, security holders often institute class
action litigation against the company that issued the stock. If we become involved in this type of litigation, regardless of the outcome, we
could incur substantial legal costs and our management’s attention could be diverted from the operation of our business, which could have a
material adverse effect on our business, financial condition, results of operations, and cash flows.
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Any litigation against us could be costly and time-consuming to defend.
We are subject to and may become subject, from time to time, to additional legal proceedings and claims that arise in the ordinary course of
business or pursuant to governmental or regulatory enforcement activity. While we do not believe that the resolution of any currently pending
lawsuits against us will, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of
operations, or cash flows, we might be wrong, and future litigation might result in substantial costs and divert management’s attention and
resources, which might seriously harm our business, financial condition, results of operations, and cash flows. Insurance might not cover
such claims, provide sufficient payments to cover all of the costs to resolve one or more such claims, or continue to be available on terms
acceptable to us. In particular, any claim could result in potential liability for us if the claim is outside the scope of the indemnification
agreement we have with our customers, our customers do not abide by the indemnification agreement as required or the liability exceeds the
amount of any applicable indemnification limits or available insurance coverage. A claim brought against us that is uninsured or underinsured
could result in unanticipated costs and could have a material adverse effect on our financial condition, results of operations, cash flows, or
reputation.
If our insurance does not cover all of our indemnification obligations and other liabilities associated with our operations, our
business, financial condition, results of operations, or cash flows may be materially adversely affected.
We maintain insurance designed to provide coverage for ordinary risks associated with our operations and our ordinary indemnification
obligations that we believe to be customary for our industry. The coverage provided by such insurance might not be adequate for all claims
we make or may be contested by our insurance carriers. If our insurance is not adequate or available to pay all claims or exposures
associated with our operations, or if we are unable to purchase adequate insurance at reasonable rates in the future, our business, financial
condition, results of operations, or cash flows may be materially adversely affected.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
As of December 31, 2021, we had 113 operating facilities located in 50 countries. Most of our facilities consist solely of office space. We
lease all of our facilities, except for non-material office space owned in Madrid, Spain; Tiraine, Latvia; and Macclesfield, United Kingdom. Our
corporate headquarters and principal executive offices are in Morrisville, North Carolina, where we lease space totaling approximately
258,250 square feet. The lease will expire in January 2032. We also lease space totaling approximately 62,000 square feet in Farnborough,
United Kingdom, which will expire in January 2028.
In addition, we lease substantial facilities in Columbus, Ohio; Gurgaon, India; Hyderabad, India; Mexico City, Mexico; Munich, Germany; New
York, New York; Newtown, Pennsylvania; Princeton, New Jersey; Pune, India; Quebec City, Canada; Somerset, New Jersey; and Tokyo,
Japan. We also maintain offices in various other Asian-Pacific, European, Latin American and North American locations, as well as Australia,
the Middle East and Africa. Our leases are not individually material to our business model and all either have options to renew or are in major
markets where we believe there are adequate opportunities to continue business operations at terms satisfactory to us.
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Item 3. Legal Proceedings.
We are party to legal proceedings incidental to our business. While our management currently believes the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a material adverse effect on our consolidated financial statements, litigation is
subject to inherent uncertainties. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on our financial
condition and results of operations.
Please refer to “Note 17 – Commitments and Contingencies” to our consolidated financial statements included in Part II, Item 8, “Financial
Statements and Supplementary Data” in this Annual Report on Form 10-K for information pertaining to legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrants’ Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
Holders of Record
On February 10, 2022, there were approximately 20 shareholders of record of our common stock as reported by our transfer agent.
Shareholders of record are those who have the rights, benefits, and responsibilities of ownership of shares registered in their own names.
This number does not include shareholders for whom shares are held in “nominee” or “street” name or beneficial owners of common stock
whose shares are held in the names of brokers, dealers, or clearing agencies outside of our transfer agent.
Dividend Policy
Since becoming a public company, we have not declared or paid cash dividends on our common stock, nor do we intend to pay cash
dividends on our common stock in the foreseeable future. However, in the future, subject to the factors described below and our future
liquidity and capitalization, we may change this policy and choose to pay dividends.
We are a holding company that does not conduct any business operations of our own. As a result, our ability to pay cash dividends on our
common stock is dependent upon cash dividends, distributions, and other transfers from our subsidiaries. Our ability to pay dividends is
currently restricted by the terms of our credit agreement, dated August 1, 2017, as amended (the “Credit Agreement”), and other financing
agreements, and may be further restricted by any future indebtedness we or our subsidiaries incur. In addition, under Delaware law, the
Board of Directors (the “Board”) may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value
minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then current and/or immediately preceding
fiscal year.
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Any future determination to pay dividends will be at the discretion of the Board and will take into account restrictions in our debt instruments,
including the Credit Agreement, general economic business conditions, our financial condition, results of operations and cash flows, our
capital requirements, our business prospects, the ability of our operating subsidiaries to pay dividends and make distributions to us, legal
restrictions, and such other factors as the Board may deem relevant. For additional information on these restrictive covenants, see Part II,
Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and
“Note 4 – Long-Term Debt Obligations” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and
Supplementary Data” in this Annual Report on Form 10-K.
Recent Sales of Unregistered Equity Securities
We did not have any sales of unregistered equity securities during 2021.
Purchases of Equity Securities by the Issuer
On November 17, 2020, the Board authorized the repurchase of up to an aggregate of $300.0 million of our Class A common stock, par
value $0.01 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in
block trades, or privately negotiated transactions through December 31, 2022 (the “2021 Stock Repurchase Program”). The 2021 Stock
Repurchase Program took effect on January 1, 2021. Share repurchases are funded primarily with our working capital, cash flow from
operations, and funds available through various borrowing arrangements.
The 2021 Stock Repurchase Program does not obligate us to repurchase any particular amount of our Class A common stock, and may be
modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases are determined by our management
based on a variety of factors such as the market price of our Class A common stock, our corporate cash requirements, and overall market
conditions. The 2021 Stock Repurchase Program is subject to applicable legal requirements, including federal and state securities laws and
applicable Nasdaq rules. We may also repurchase shares of our Class A common stock pursuant to a trading plan meeting the requirements
of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit shares of our Class A common stock to be
repurchased when we might otherwise be precluded from doing so by law.
For the year ended December 31, 2021, we repurchased 1,500,000 shares of our Class A common stock in private transactions, for a total
purchase price of approximately $117.5 million, representing the entirety of our share repurchases for the year. All such shares were
purchased under our 2021 Stock Repurchase Program. We immediately retired all of the repurchased common stock and charged the par
value of the shares to common stock. The excess of the repurchase price over the par value was applied on a pro rata basis against
additional paid-in capital, with the remainder applied to accumulated deficit.
There were no share repurchases during the three months ended December 31, 2021. As of December 31, 2021, we have remaining
authorization to repurchase up to approximately $182.5 million of shares of our Class A Common Stock under the 2021 Stock Repurchase
Program.
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Stock Performance Graph
The information included under the heading “Stock Performance Graph” is “furnished” and not “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be “soliciting material” subject to Regulation 14A
or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.
Our common stock is traded on the Nasdaq under the symbol “SYNH.” From November 7, 2014 through January 7, 2018, our common stock
was listed on the Nasdaq under the trading symbol “INCR.” The Stock Price Performance Graph set forth below compares the cumulative
total shareholder return on our common stock for the period from December 31, 2016 through December 31, 2021, with the cumulative total
return of the Nasdaq Composite Index and the Nasdaq Health Care Index over the same period. The comparison assumes $100 was
invested on December 31, 2016 in our common stock, in the Nasdaq Composite Index, and in the Nasdaq Health Care Index and assumes
reinvestment of dividends, if any.
The stock price performance shown on the graph above is not necessarily indicative of future price performance. Information used in the
graph was obtained from the Nasdaq Stock Market, a source believed to be reliable, but we are not responsible for any errors or omissions in
such information.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read together with the consolidated
financial statements and the related notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in this Annual Report
on Form 10-K. This discussion contains forward-looking statements related to future events and our future financial performance that are
based on current expectations and subject to risks and uncertainties. Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of many important factors, including those described in Part I, Item 1A, “Risk Factors” and elsewhere
in this Annual Report on Form 10-K.
This section of the Form 10-K generally discusses our results of operations for the years ended December 31, 2021 and 2020, including a
year-to-year comparison between 2021 and 2020. For a full discussion related to the results of operations for the year ended December 31,
2019, including a year-to-year comparison between 2020 and 2019, refer to Part II, Item 7, “Management's Discussion and Analysis of
Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2020.
Overview of Our Business and Services
We are the only fully integrated biopharmaceutical solutions organization purpose-built to accelerate customer success. We lead with a
product development mindset, strategically blending clinical development, medical affairs, and commercial capabilities to address modern
market realities for customers in the biopharmaceutical, biotechnology, and healthcare industries. We offer both stand-alone and integrated
biopharmaceutical product development solutions ranging from early phase (Phase I) clinical trials to the full commercialization of
biopharmaceutical products, with the goal of increasing the likelihood of regulatory approval and commercial success.
Our operations are divided into two reportable segments, Clinical Solutions and Commercial Solutions. Our Clinical Solutions segment offers
comprehensive global services for the development of diagnostics, drugs, biologics, devices, and digital therapeutics that span Phases I to
IV of clinical development. The segment is organized around clinical pharmacology and bioanalytical services, workforce deployment, full-
service clinical studies, real world evidence, and consulting. Our Commercial Solutions segment provides commercialization services,
including deployment solutions, communication solutions (public relations, advertising, and medical communications), and consulting
services. We integrate our clinical and commercial capabilities into customized solutions by sharing knowledge, data, and insights. This
collaboration across the development and commercialization continuum facilitates unique insights into patient populations, therapeutic
environments, product timelines, and the competitive landscape. For further discussion, refer to Part I, Item 1, “Business” in this Annual
Report on Form 10-K.
We acquired the following companies during 2021:
•
•
StudyKIK, a leading clinical trial recruitment and retention company, expanding our portfolio of patient-direct, technology-
enabled solutions. StudyKIK supports patient recruitment, patient retention, eConsent Solutions, Telemedicine Video Calling,
and study companion mobile applications to expedite clinical trials, which we believe will result in benefits to customers
including accelerated patient enrollment and retention, extensive patient population-based insights, improved site, sponsor,
and physician experiences, and reduced patient burden.
RxDataScience, a specialist organization that helps biopharmaceutical customers solve challenging problems through
advanced analytics, data management, and artificial intelligence. RxDataScience is well aligned to our lab to life model offering
advanced analytic solutions across the entire product development spectrum from clinical through commercial.
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Prior period segment results have been recast to reflect the transfer of the Kinapse Regulatory and Operations Consulting service lines from
Commercial Solutions to Clinical Solutions to align with management reporting in 2021.
COVID-19 Pandemic
The ongoing COVID-19 pandemic and associated economic repercussions have significantly impacted, and are expected to continue to
impact, our business and our operations. Within Clinical Solutions, the pandemic has accelerated the adoption of virtual engagement with
sites and patients, creating increased demand for decentralized solutions capabilities. As a result, we have continued to experience reduced
travel and other reimbursable out-of-pocket expenses related to lower physical monitoring visits for Clinical Solutions relative to pre-
pandemic levels. We have also experienced a reduction in the costs associated with investigational medicinal products, which has also
resulted in lower reimbursable out-of-pocket expenses. Within Commercial Solutions, we have continued to experience fewer field team visits
to healthcare providers and increased virtual investigator meetings. Therefore, we expect reimbursable out-of-pocket expenses as a
percentage of revenue to remain lower relative to pre-pandemic levels. With the spread of COVID-19 variants, the ongoing impacts of the
COVID-19 pandemic could adversely impact our business and results of operations. See Part I, Item 1A “Risk Factors” in this Annual Report
on Form 10-K for further discussion of the potential impact of the pandemic on our business.
New Business Awards and Backlog
We add new business awards to backlog when we enter into a contract or when we receive a written commitment from the customer
selecting us as a service provider, provided that:
•
•
•
•
•
collection of the award value is probable;
the project or projects are expected to commence within a certain period of time from the end of the quarter in which the award
was granted;
project contingencies such as the outcome of other clinical trials, funding approvals, or other events, are not anticipated to
prevent the project or projects from commencing in accordance with the expected timeline;
the customer has entered or intends to enter into a comprehensive contract as soon as practicable; and
for awards related to deployment solutions and functional service provider offerings, a maximum of twelve months of services
are included in the award value.
In addition, we continually evaluate our backlog to determine if any of the previously awarded work is no longer expected to be performed,
regardless of whether we have received formal cancellation notice from the customer. If we determine that any previously awarded work is no
longer probable of being performed, we remove the value from our backlog based on the risk of cancellation. We recognize revenue from
these awards as services are performed, provided we have received proper authorization from the customer.
We report new business awards for our Clinical Solutions and Commercial Solutions segments as well as backlog for our Clinical Solutions
segment and the deployment solutions offering within our Commercial Solutions segment. We do not report backlog for the remaining service
offerings in the Commercial Solutions segment.
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Backlog
Our backlog consists of anticipated future revenue from business awards that either have not started, or that are in process and have not
been completed. Our backlog also reflects any cancellation or adjustment activity related to these awards. The average duration of our
contracts will fluctuate from period to period based on the contracts comprising our backlog at any given time. The majority of our contracts
contain early termination provisions that typically require notice periods ranging from 30 to 90 days.
Our backlog as of December 31 was as follows (in millions):
Clinical Solutions
Commercial Solutions - Deployment Solutions
Total backlog
2021
2020
$
$
10,567.3 $
860.3
11,427.6 $
10,270.5 $
711.6
10,982.1 $
Change
296.8
148.7
445.5
2.9%
20.9%
4.1%
We expect approximately $4.68 billion of our backlog as of December 31, 2021 will be recognized as revenue during 2022. We adjust the
amount of our backlog each quarter for the effects of fluctuations in foreign currency exchange rates.
Net New Business Awards
New business awards, net of cancellations, were as follows (in millions):
Clinical Solutions
Commercial Solutions
Total net new business awards
$
$
Year Ended December 31,
2020
4,735.1 $
1,128.0
5,863.1 $
2021
4,362.6 $
1,370.1
5,732.7 $
2019
4,183.0 $
1,270.6
5,453.6 $
2021 to 2020
(372.5)
242.1
(130.4)
Change
(7.9)% $
21.5%
(2.2)% $
2020 to 2019
552.1
(142.6)
409.5
13.2%
(11.2)%
7.5%
New business awards have varied and may continue to vary significantly from year to year. Fluctuations in our net new business award levels
often result from the fact that we may receive a small number of relatively large orders in any given reporting period. Because of these large
orders, our backlog and net new business awards in a reporting period may reach levels that are not sustainable in subsequent reporting
periods.
We believe that our backlog and net new business awards might not be consistent indicators of future revenue because they have been, and
likely will continue to be, affected by a number of factors, including the variable size and duration of projects, many of which are performed
over several years, and changes to the scope of work during the course of projects. Additionally, projects may be canceled or delayed by the
customer or regulatory authorities. Net new business awards and backlog have been and we expect will continue to be affected by the broad
effects of the COVID-19 pandemic on the global economy and major financial markets, as well as various other risks and uncertainties
detailed in Part I, Item 1A, “Risk Factors – Risks Related to Our Business – The COVID-19 pandemic has adversely impacted our business
and results of operations, and is expected to continue to do so” of this Annual Report on Form 10-K. We generally do not have a contractual
right to the full amount of the awards reflected in our backlog. If a customer cancels an award, we might be reimbursed for the costs we have
incurred. As we increasingly compete for and enter into large contracts that are more global in nature, we expect that the rate at which our
backlog and net new business awards convert into revenue is likely to decrease, and the duration of projects and the period over which
related revenue is recognized to lengthen. For more information about risks related to our backlog see Part I, Item 1A, “Risk Factors – Risks
Related to Our Business – Our backlog might not be indicative of our future revenues, and we might not realize all of the anticipated future
revenue reflected in our backlog” of this Annual Report on Form 10-K.
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Results of Operations
The following table sets forth amounts from our consolidated financial statements along with dollar and percentage changes (in thousands,
except percentages):
Year Ended December 31,
2020
2021
2019
2021 to 2020
2020 to 2019
Change
Revenue
Costs and operating expenses:
Direct costs (exclusive of
depreciation and amortization)
Selling, general, and
administrative expenses
Restructuring and other costs
Depreciation and amortization
Total operating expenses
Income from operations
Total other expense, net
Income before provision for income taxes
Income tax expense (benefit)
Net income
Revenue
$ 5,212,970 $ 4,415,777 $ 4,675,815 $
797,193
18.1% $ (260,038)
(5.6)%
3,994,484 3,398,142 3,645,905
596,342
17.5%
(247,763)
(6.8)%
472,726
29,414
222,352
570,765
22,816
235,625
507,556
42,135
242,465
4,823,690 4,122,634 4,438,061
237,754
136,045
101,709
(29,549)
131,258 $
389,280
74,120
315,160
80,329
234,831 $
293,143
89,485
203,658
10,871
192,787 $
$
98,039
(6,598)
13,273
701,056
96,137
(15,365)
111,502
69,458
42,044
20.7%
(22.4)%
6.0%
17.0%
32.8%
(17.2)%
54.7%
638.9%
21.8% $
(34,830)
(12,721)
(20,113)
(315,427)
55,389
(46,560)
101,949
40,420
61,529
(6.9)%
(30.2)%
(8.3)%
(7.1)%
23.3%
(34.2)%
100.2%
n/m
46.9%
For the year ended December 31, 2021, our revenue increased by $797.2 million, or 18.1%, to $5.21 billion from $4.42 billion for the year
ended December 31, 2020. This increase was primarily driven by growth in both our Clinical Solutions and Commercial Solutions segments
as discussed below.
No single customer accounted for greater than 10% of our total consolidated revenue for the year ended December 31, 2021 or 2020.
Revenue from our top five customers accounted for approximately 22% of revenue for both of the years ended December 31, 2021 and
2020.
Revenue for each of our segments was as follows (dollars in thousands):
Clinical Solutions
% of total
Commercial Solutions
% of total
Total revenue
Clinical Solutions
Year Ended December 31,
2020
3,339,451
2021
4,009,057
$
$
76.9%
$
75.6%
2019
3,450,223
$
73.8%
Change
2021 to 2020
669,606 20.1% $
2020 to 2019
(110,772)
(3.2)%
1,203,913
1,076,326
1,225,592
127,587 11.9%
(149,266) (12.2)%
23.1%
$
5,212,970
24.4%
$
4,415,777
26.2%
$
4,675,815
$
797,193 18.1% $
(260,038)
(5.6)%
For the year ended December 31, 2021, revenue attributable to our Clinical Solutions segment increased compared to the prior year,
primarily driven by recovery from the COVID-19 pandemic and the acquisitions of Synteract and Illingworth Research that were completed in
the fourth quarter of 2020. The recovery from the COVID-19 pandemic includes increased project start-ups, including larger pharmaceutical
customer relationships and COVID-19 projects that generally have higher reimbursable out-of-pocket expenses. For the year ended
December 31, 2021, revenue was positively impacted by $40.9 million from foreign currency exchange rates fluctuations compared to the
prior year.
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We experienced reduced impacts from the COVID-19 pandemic to our Clinical Solutions revenue during 2021 as compared to 2020 as
governments eased restrictions. Future impacts are dependent on the continuation of the pandemic including the potential spread of COVID-
19 variants. We believe the primary ongoing impact to revenue relates to increased demand for decentralized solutions capabilities including
remote monitoring, which results in lower reimbursable out-of-pocket expenses. Therefore, we expect reimbursable out-of-pocket expenses
as a percentage of revenue to remain lower relative to pre-pandemic levels.
Commercial Solutions
For the year ended December 31, 2021, revenue attributable to our Commercial Solutions segment increased compared to the prior year,
primarily driven by recovery from the COVID-19 pandemic and strength in new project start-ups. The revenue increases were partially offset
by decreases related to the divestiture of our medication adherence business in the fourth quarter of 2020.
We experienced reduced impacts from the COVID-19 pandemic to our Commercial Solutions revenue during 2021 as compared to 2020 as
governments eased restrictions. Future impacts are dependent on the continuation of the pandemic including the potential spread of COVID-
19 variants. We believe the primary ongoing impacts to revenue relate to declines in field team visits to healthcare providers and increased
virtual investigator meetings, which result in lower reimbursable out-of-pocket expenses. Therefore, we expect reimbursable out-of-pocket
expenses as a percentage of revenue to remain lower relative to pre-pandemic levels.
Direct Costs
Direct costs consist principally of compensation expense and benefits associated with our employees and other employee-related costs, and
reimbursable out-of-pocket expenses directly related to delivering on our projects. While we have some ability to manage the majority of
these costs relative to the amount of contracted services we have during any given period, direct costs as a percentage of revenue can vary
from period to period. Such fluctuations are due to a variety of factors, including, among others: (i) the level of staff utilization on our projects;
(ii) adjustments to the timing of work on specific customer contracts; (iii) the experience mix of personnel assigned to projects; (iv) the service
mix and pricing of our contracts; and (v) the timing of the incurrence of reimbursable out-of-pocket expenses. Relative to pre-pandemic
levels, we continue to experience reduced travel and other reimbursable out-of-pocket expenses related to lower physical monitoring visits
for Clinical Solutions, as well as fewer field team visits to healthcare providers and investigator meetings for Commercial Solutions.
Direct costs were as follows (dollars in thousands):
Year Ended December 31,
2020
2021
2019
Change
2021 to 2020
2020 to 2019
Direct costs (exclusive of depreciation and
amortization)
% of revenue
Gross margin %
$
3,994,484
$
76.6%
23.4%
3,398,142
$
77.0%
23.0%
3,645,905
$
78.0%
22.0%
596,342 17.5% $
(247,763)
(6.8)%
For the year ended December 31, 2021, our direct costs increased by $596.3 million, or 17.5%, compared to the year ended December 31,
2020, primarily driven by higher reimbursable out-of-pocket expenses, impacts from acquisitions, and the end of temporary cost management
strategies in response to the COVID-19 pandemic implemented in the prior year. These increases were partially offset by decreases from
business divestitures in 2020.
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Clinical Solutions
Direct costs for our Clinical Solutions segment, excluding share-based compensation expense, were as follows (dollars in thousands):
Direct costs
% of segment revenue
Segment gross margin %
$
Year Ended December 31,
2020
2,513,240
2021
3,005,938
$
75.0%
25.0%
$
75.3%
24.7%
Change
2021 to 2020
492,698 19.6% $
2020 to 2019
(123,776)
(4.7)%
2019
2,637,016
$
76.4%
23.6%
For the year ended December 31, 2021, our Clinical Solutions segment direct costs increased by $492.7 million, or 19.6%, compared to the
year ended December 31, 2020, primarily driven by impacts from acquisitions, higher reimbursable out-of-pocket expenses, the end of
temporary cost management strategies in response to the COVID-19 pandemic implemented in the prior year, and negative impacts of
foreign exchange rate fluctuations. These increases were partially offset by positive impacts from our ForwardBound margin enhancement
initiative.
Gross margins for our Clinical Solutions segment were 25.0% and 24.7% for the years ended December 31, 2021 and 2020, respectively.
Gross margin was higher during 2021 as compared to the prior year primarily due to revenue growth and positive impacts from our
ForwardBound margin enhancement initiative, partially offset by higher reimbursable out-of-pocket expenses, the end of temporary cost
management strategies in response to the COVID-19 pandemic implemented in the prior year, and negative impacts of foreign exchange rate
fluctuations.
Commercial Solutions
Direct costs for our Commercial Solutions segment, excluding share-based compensation expense, were as follows (dollars in thousands):
Direct costs
% of segment revenue
Segment gross margin %
Year Ended December 31,
2020
2021
2019
$
955,326
$
79.4%
20.6%
853,555
$
79.3%
20.7%
979,878
$
80.0%
20.0%
Change
2021 to 2020
101,771 11.9% $
2020 to 2019
(126,323) (12.9)%
For the year ended December 31, 2021, our Commercial Solutions segment direct costs increased by $101.8 million, or 11.9%, compared to
the year ended December 31, 2020, primarily related to recovery from the COVID-19 pandemic and the end of temporary cost management
strategies implemented in the prior year, partially offset by the divestiture of our medication adherence business in the fourth quarter of 2020.
Gross margins for our Commercial Solutions segment were 20.6% and 20.7% for the years ended December 31, 2021 and 2020,
respectively. Gross margin was lower during 2021 as compared to the prior year primarily due to higher costs in the current year primarily
driven by recovery from the COVID-19 pandemic, including higher reimbursable out-of-pocket expenses and the end of temporary cost
management strategies in response to the COVID-19 pandemic implemented in the prior year, partially offset by revenue growth.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses were as follows (dollars in thousands):
Selling, general and administrative
expenses
% of total revenue
$
570,765
$
10.9%
472,726
$
10.7%
507,556
$
10.9%
98,039 20.7% $
(34,830)
(6.9)%
Year Ended December 31,
2020
2021
2019
Change
2021 to 2020
2020 to 2019
Selling, general, and administrative expenses for the year ended December 31, 2021 increased compared to the prior year primarily due to
acquisitions, including higher transaction and integration-related expenses, and the end of temporary cost management strategies in
response to the COVID-19 pandemic implemented in the prior year. Transaction and integration-related expenses are no longer reported
separately and are included in selling, general, and administrative expenses. These increases were partially offset by positive impacts from
our ForwardBound margin enhancement initiative.
Restructuring and Other Costs
Restructuring and other costs were $22.8 million and $29.4 million for the years ended December 31, 2021 and 2020, respectively. The costs
incurred during 2021 were primarily related to our ForwardBound margin enhancement initiative as we continue the ongoing evaluations of
our workforce and facilities infrastructure needs in an effort to optimize our resources. The costs incurred during 2020 were primarily related
to our cost management strategies in response to the COVID-19 pandemic, as well as our ForwardBound initiative.
Restructuring and other costs consisted of the following (in thousands):
Employee severance and benefit costs
Facility and lease termination costs
Other costs
Total restructuring and other costs
2021
Year Ended December 31,
2020
2019
$
$
14,526 $
8,226
64
22,816 $
26,321 $
2,313
780
29,414 $
25,243
16,202
690
42,135
We expect to continue to incur costs related to the restructuring of our operations in order to achieve cost savings and targeted synergies
related to our acquisitions. However, the timing and the amount of these costs depends on various factors, including, but not limited to,
identifying and realizing synergy opportunities and executing the integration of our combined operations. We may also continue to incur
additional restructuring and other costs during and beyond 2022 related to our ForwardBound margin enhancement initiative.
Depreciation and Amortization Expense
Total depreciation and amortization expense was $235.6 million and $222.4 million for the years ended December 31, 2021 and 2020,
respectively. The increase in total depreciation and amortization expense in 2021 compared to 2020 was primarily due to the acquisitions that
were completed in the fourth quarter of 2020, partially offset by decreases due to fully amortized intangible assets from prior acquisitions.
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Total Other Expense, Net
Total other expense, net consisted of the following (dollars in thousands):
Interest income
Interest expense
Loss (gain) on extinguishment of debt
Other (income) expense, net
Total other expense, net
Year Ended December 31,
2020
2021
2019
$
$
(111) $
79,252
3,612
(8,633)
74,120 $
(265) $
91,145
1,581
(2,976)
89,485 $
(7,542) $
129,820
(10,395)
24,162
136,045 $
Change
2021 to 2020
154
(11,893)
58.1% $
(13.0)%
2,031 128.5%
(5,657) (190.1)%
(17.2)% $
(15,365)
2020 to 2019
7,277
(38,675)
11,976
(27,138)
(46,560)
96.5%
(29.8)%
n/m
n/m
(34.2)%
Total other expense, net was $74.1 million and $89.5 million for the years ended December 31, 2021 and 2020, respectively. The decrease in
total other expense, net in 2021 compared to 2020 was primarily due to a decrease in interest expense, primarily related to reductions in our
higher interest rate debt as a result of debt prepayments and refinancing transactions and lower interest rates on our variable interest rate
debt. Other (income) expense, net primarily consists of foreign currency gains and losses that result from exchange rate fluctuations on our
monetary asset balances denominated in currencies other than our functional currency, other gains and losses related to investments, and
contingent consideration related to divested businesses.
The loss on extinguishment of debt was $3.6 million for the year ended December 31, 2021 compared to $1.6 million for the year ended
December 31, 2020. These losses were incurred primarily as a result of our debt prepayments and refinancing transactions.
Income Tax Expense
For the year ended December 31, 2021, we recorded income tax expense of $80.3 million, on pre-tax income of $315.2 million. The effective
income tax rate for the year ended December 31, 2021 varied from the U.S. federal statutory income tax rate of 21.0% primarily due to
foreign income inclusions such as the Global Intangible Low-Taxed Income (“GILTI”) provisions, state and local taxes on U.S. income, and
research and general business credits.
For the year ended December 31, 2020, we recorded income tax expense of $10.9 million, on pre-tax income of $203.7 million. The effective
income tax rate for the year ended December 31, 2020 varied from the U.S. federal statutory income tax rate of 21.0% primarily due to the
recognition of U.S. federal and foreign unrecognized tax benefits, changes to income tax valuation allowances on deferred tax assets, and
tax benefits recognized related to the elections to retroactively apply regulations relative to the GILTI high-tax exclusion and Section 163(j)
CFC group election for interest deductibility.
We currently maintain valuation allowances against a portion of our state deferred tax assets and a portion of our foreign deferred tax assets
as of December 31, 2021. We intend to continue to maintain valuation allowances on these deferred tax assets until there is sufficient
evidence to support the reversal of all or some portion of these allowances.
Liquidity and Capital Resources
Key measures of our liquidity were as follows as of December 31 (in thousands):
Balance sheet statistics:
Cash and cash equivalents
Restricted cash
Working capital (excluding restricted cash)
2021
2020
$
106,363 $
112
112,228
271,901
272
160,409
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As of December 31, 2021, we had $106.5 million of cash, cash equivalents, and restricted cash. As of December 31, 2021, substantially all of
our cash, cash equivalents, and restricted cash was held within the U.S. In addition, we had $585.8 million (net of $14.2 million in outstanding
letters of credit (“LOCs”)) available for borrowing under our $600.0 million Revolver, of which $135.8 million was available for LOCs.
We have historically funded our operations and growth, including acquisitions, primarily with our working capital, cash flow from operations
and funds available through various borrowing arrangements. Our principal liquidity requirements are to fund our debt service obligations,
capital expenditures, expansion of service offerings, possible acquisitions, integration and restructuring costs, geographic expansion, stock
repurchases, working capital, and other general corporate expenses. Cash from operations also could be affected by various risks
and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic on the global economy and major financial markets, as
well as other risks detailed in Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K. Based on past performance and current
expectations, we believe our cash and cash equivalents, cash generated from operations, and funds available under the Revolver will be
sufficient to meet our working capital needs, capital expenditures, scheduled debt and interest payments, income tax obligations, and other
currently anticipated liquidity requirements for at least the next 12 months.
We may seek to raise additional capital, particularly in the event of a sustained market deterioration, which could be in the form of bonds,
convertible debt, or equity. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur
additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations.
We cannot assure you that we could obtain any refinancing or additional financing we may seek on favorable terms or at all.
Contractual Obligations
In addition to the indebtedness and related interest payments, operating leases, deferred compensation, commitments to unconsolidated
affiliates, contingent obligations assumed in business combinations, and uncertain tax positions discussed elsewhere, we signed a non-
cancellable purchase obligation of $22.1 million during the fourth quarter of 2021, with equal quarterly payments due over the next four
years, beginning in the third quarter of 2022.
Indebtedness
As of December 31, 2021, we had approximately $2.84 billion of total principal indebtedness (including $54.8 million in finance lease
obligations), consisting of $1.79 billion in term loan debt, $600.0 million under the Notes, and $400.0 million in borrowings against our
accounts receivable financing agreement. Approximately $1.03 billion of our indebtedness (excluding finance leases) was subject to variable
interest rates.
Credit Agreement
We are party to a credit agreement (as amended, the “Credit Agreement”) that included a $1.55 billion Term Loan A facility (“Term Loan A”)
that has two tranches, tranche one that matures on March 26, 2024 and tranche two that matures on August 1, 2024, a $1.60 billion Term
Loan B facility (“Term Loan B”) that was paid in full during the second quarter of 2021, and a $600.0 million Revolver that matures on August
1, 2024. The Revolver includes LOCs with a sublimit of $150.0 million.
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On June 30, 2021 (the “Closing Date”), we entered into Amendment No. 5 (the “Fifth Amendment”) to the Credit Agreement. The Fifth
Amendment modified the Credit Agreement to increase Term Loan A in an aggregate principal amount of $495.0 million (“Incremental Term
Loan A”). Incremental Term Loan A was funded on the Closing Date, and the proceeds were used, along with cash on hand, to repay the
outstanding Term Loan B in full under the Credit Agreement and to pay fees and expenses in connection with the Fifth Amendment and the
incurrence of Incremental Term Loan A. Incremental Term Loan A has the same terms as Term Loan A under the Credit Agreement, and is
subject to the same covenants. We recorded an additional discount of $0.5 million against the Term Loan A borrowings in connection with the
Fifth Amendment, which is being amortized as a component of interest expense using the effective interest method over the term of Term
Loan A.
During the year ended December 31, 2021, we made $166.8 million and $560.5 million of voluntary prepayments against Term Loan A and
Term Loan B, respectively, that were applied to future mandatory principal payments due. As a result of these and previous voluntary
prepayments, we are not required to make a mandatory payment against the principal balance of Term Loan A until October 2023 and Term
Loan B has been paid in full. In connection with these prepayments, we recorded a $3.6 million loss on extinguishment of debt during the
year ended December 31, 2021.
In February 2021, as a result of our First Lien Leverage Ratio (as defined in the Credit Agreement) being less than or equal to 2.5x, the
Adjusted Eurocurrency Rate Spread (as defined in the Credit Agreement) on Term Loan A and the Revolver decreased from 1.50% to 1.25%.
As of December 31, 2021, the interest rate on the Term Loan A and the Revolver was 1.35%.
Our ability to make payments on our indebtedness and to fund planned capital expenditures and necessary working capital will depend on
our ability to generate cash in the future. Our ability to meet our cash needs through cash flows from operations will depend on the demand
for our services, as well as general economic, financial, competitive, and other factors, many of which are beyond our control, including the
broad effects of the COVID-19 pandemic on the global economy and major financial markets. Our business may not generate cash flow in an
amount sufficient to enable us to pay the principal of, or interest on, our indebtedness, or to fund our other liquidity needs, including working
capital, capital expenditures, acquisitions, investments, and other general corporate requirements. If we cannot fund our liquidity needs, we
will have to take actions such as reducing or delaying capital expenditures, acquisitions or investments, selling assets, restructuring or
refinancing our debt, reducing the scope of our operations and growth plans, or seeking additional capital. We cannot assure you that any of
these remedies could, if necessary, be affected on commercially reasonable terms, or at all, or that they would permit us to meet our
scheduled debt service obligations. The Credit Agreement contains covenant restrictions that limit our ability to direct the use of proceeds
from any disposition of assets and, as a result, we may not be allowed to use the proceeds from any such dispositions to satisfy all current
debt service obligations.
Revolver and Letters of Credit
The Revolver includes LOCs with a sublimit of $150.0 million. As of December 31, 2021, we had no outstanding Revolver borrowings and
$14.2 million of LOCs outstanding, leaving $585.8 million of available borrowings under the Revolver, including $135.8 million available for
LOCs.
The lease agreement for our corporate headquarters in Morrisville, North Carolina includes a provision that may require us to issue a LOC to
the landlord based on our debt rating issued by Moody’s Investors Service (or other nationally-recognized debt rating agency, such as S&P
Global Ratings). As of December 31, 2021, our debt rating was such that no LOC is currently required. Any LOCs issued in accordance with
the aforementioned requirements could be issued under our Revolver, and if issued under our Revolver, would reduce our available
borrowing capacity by the same amount.
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We pay a quarterly commitment fee between 0.25% and 0.375% on the average daily unused balance of the Revolver based on the “First
Lien Leverage Ratio” at the adjustment date. Fees are charged on all outstanding LOCs at an annual rate equal to the margin in effect on
Eurocurrency Rate revolving loans plus participation and fronting fees.
The Notes
On November 24, 2020, we completed the issuance and sale of the Notes, with an aggregate principal amount of $600.0 million, which bears
interest at a rate of 3.625% per annum, payable semi-annually in arrears beginning on July 15, 2021, and matures on January 15, 2029. The
Notes were issued pursuant to an indenture (the “Indenture”), which provides, among other things, that the Notes are senior unsecured
obligations of us and are guaranteed, jointly and severally, on a senior unsecured basis, by certain of our subsidiaries.
We may redeem some or all of the Notes at any time prior to January 15, 2024 at a redemption price equal to 100% of the aggregate
principal amount of the Notes to be redeemed plus a “make-whole” premium and accrued and unpaid interest. In addition, prior to July 15,
2023, we may redeem up to 40% of the original principal amount of the Notes with proceeds of certain equity offerings at a redemption price
equal to 103.625% of the aggregate principal amount of such Notes plus accrued and unpaid interest. On or after January 15, 2024, we may
redeem some or all of the Notes at the redemption prices set forth in the Indenture plus accrued and unpaid interest.
The Indenture contains covenants that limit the ability of us and our restricted subsidiaries to, among other things, (1) incur additional liens,
(2) engage in certain sale and leaseback transactions, and (3) conduct mergers, consolidations, or asset sales. These covenants are subject
to exceptions and qualifications set forth in the Indenture.
If we sell certain of our assets or experience specific kinds of changes of control, we are required to offer to repurchase the Notes at a
repurchase price equal to (1) par plus any accrued and unpaid interest in the case of an asset sale or (2) 101% of the aggregate principal
amount thereof plus any accrued and unpaid interest in the case of a change of control.
Debt Covenants
The Credit Agreement contains usual and customary restrictive covenants that among other things, place limitations on our ability to pay
dividends or make other restricted payments; prepay, redeem or purchase debt; incur liens; make loans and investments; incur additional
indebtedness; amend or otherwise alter debt and other material arrangements; make acquisitions and dispose of assets; transact with
affiliates; and engage in transactions that are not related to our existing business. Each of the restrictive covenants is subject to important
exceptions and qualifications that would allow us to engage in these activities under certain conditions, including our ability to: (i) pay
dividends each year in an amount up to the greater of (a) 6% of the net cash proceeds received by us from any public offering and (b) 5% of
our market capitalization; and (ii) pay unlimited dividends if our Secured Leverage Ratio (as defined in the Credit Agreement) is no greater
than 3.0 to 1.0. In addition, the Credit Agreement requires us to maintain a maximum First Lien Leverage Ratio (as defined in the Credit
Agreement) of no more than 4.5 to 1.0 as of the last day of each fiscal quarter from and after March 31, 2020.
The Indenture also contains customary events of default, including (1) failure to make required payments, (2) failure to comply with certain
covenants, (3) failure to pay certain other indebtedness, (4) certain events of bankruptcy and insolvency, and (5) failure to pay certain
judgments. An event of default under the Indenture allows either the Trustee or the holders of at least 25% in aggregate principal amount of
the Notes, as applicable, issued under such Indenture, to accelerate the amounts due under the Notes, or in the case of a bankruptcy or
insolvency, will automatically cause the acceleration of the amounts due under the Notes.
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As of December 31, 2021, we were in compliance with all applicable debt covenants.
Accounts Receivable Financing Agreement
Under our accounts receivable financing agreement, certain of our consolidated subsidiaries sell accounts receivable and unbilled services
(including contract assets) balances to a wholly-owned, bankruptcy-remote special purpose entity (“SPE”), which is the borrower under the
facility. The facility is without recourse to us or any subsidiaries of ours other than the SPE, other than with respect to limited indemnity
obligations of the selling entities and the servicer of the receivables in respect of the character of the receivables sold by them and the
performance of the servicing duties.
On January 28, 2021, we amended our accounts receivable financing agreement to increase the amount we can borrow from $300.0 million
to $365.0 million and drew down the additional $65.0 million to partially fund the Term Loan A and Term Loan B voluntary prepayments.
Accordingly, there was no incremental impact on our total debt.
On October 13, 2021, we further amended our accounts receivable financing agreement to increase the amount we can borrow from $365.0
million to $400.0 million, extended the maturity to October 2024, and drew down the additional $35.0 million. At the same time, we paid down
$35.0 million on facilities under our Credit Agreement, resulting in no net impact on leverage.
As of December 31, 2021, we had $400.0 million of outstanding borrowings under this agreement with no remaining borrowing capacity
available.
This agreement is secured by a lien on certain receivables and other assets, and we have guaranteed the performance of the obligations of
existing and future subsidiaries that sell and service the accounts receivable under this agreement. The available borrowing capacity varies
monthly according to the levels of our eligible accounts receivable and unbilled receivables. Loans under this agreement will accrue interest
at a reserve-adjusted LIBOR rate or a base rate equal to the higher of (i) the applicable lender’s prime rate and (ii) the federal funds rate plus
0.50%. As of December 31, 2021, the interest rate on the accounts receivable financing agreement was 1.05%.
Interest Rates
We have entered into various interest rate swaps to mitigate our exposure to changes in interest rates on our term loans. As of December 31,
2021, the percentage of our total principal debt (excluding finance leases) that is subject to fixed interest rates was approximately 63%. Each
quarter-point increase or decrease in the applicable floating interest rate as of December 31, 2021 would change our annual interest
expense by approximately $2.6 million.
We do not expect the transition from LIBOR to impact our debt agreements during 2022 and therefore we are under no obligation to amend
these agreements in 2022.
2021 Stock Repurchase Program
On November 17, 2020, our Board authorized the repurchase of up to an aggregate of $300.0 million of our Class A common stock, par
value $0.01 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in
block trades, or through privately negotiated transactions through December 31, 2022. The 2021 Stock Repurchase Program took effect on
January 1, 2021. Share repurchases are funded primarily with our working capital, cash flow from operations, and funds available through
various borrowing arrangements.
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The 2021 Stock Repurchase Program does not obligate us to repurchase any particular amount of our Class A common stock, and may be
modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases are determined by our management
based on a variety of factors such as the market price of our Class A common stock, our corporate cash requirements, and overall market
conditions. The 2021 Stock Repurchase Program is subject to applicable legal requirements, including federal and state securities laws and
applicable Nasdaq rules. We may also repurchase shares of our Class A common stock pursuant to a trading plan meeting the requirements
of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit shares of our Class A common stock to be
repurchased when we might otherwise be precluded from doing so by law.
The following table sets forth repurchase activity under the 2021 Stock Repurchase Program from inception through December 31, 2021:
Period
Total number of
shares purchased
Average price
paid per share
March 2021
May 2021
June 2021
Total
$
600,000
400,000
500,000
1,500,000
Approximate dollar
value of shares
purchased
(in thousands)
74.18
81.04
81.20
$
$
44,505
32,416
40,600
117,521
As of December 31, 2021, we had remaining authorization to repurchase up to approximately $182.5 million of shares of our common stock
under the 2021 Stock Repurchase Program.
Cash, Cash Equivalents and Restricted Cash
Our cash flows from operating, investing, and financing activities were as follows (in thousands):
Net cash provided by operating activities
Net cash used in investing activities
Net cash (used in) provided by financing
activities
Cash Flows from Operating Activities
Year Ended December 31,
2020
2021
2019
Change
2021 to 2020
$
450,278
(340,346)
$
425,493
(504,084)
$
318,481
$
(81,661)
24,785
163,738
5.8% $
32.5%
2020 to 2019
107,012
(422,423)
33.6%
(517.3)%
(277,577)
178,265
(215,469)
(455,842)
n/m
393,734
n/m
Cash flows provided by operating activities increased by $24.8 million during the year ended December 31, 2021 as compared to the prior
year. The increase was primarily due to higher cash-related net income, partially offset by negative changes in operating assets and liabilities
relative to the prior year including payment of certain taxes deferred in 2020 as permitted by the Coronavirus Aid, Relief, and Economic
Security Act. Fluctuations in accounts receivable, unbilled services (including contract assets), and deferred revenue occur on a regular basis
as we perform services, achieve milestones or other billing criteria, send invoices to customers, and collect outstanding accounts receivable.
This activity varies by individual customer and contract. We attempt to negotiate payment terms that provide for payment of services prior to
or soon after the provision of services, but the levels of accounts receivable, unbilled services (including contract assets), and deferred
revenue can vary significantly from period to period.
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Cash Flows from Investing Activities
For the year ended December 31, 2021, we used $340.3 million in cash for investing activities, which consisted of $278.9 million of payments
related to acquisitions, including StudyKIK and RxDataScience, and $56.8 million for purchases of property and equipment. We continue to
closely monitor our capital expenditures, especially in light of the COVID-19 pandemic, while making strategic investments in the
development of our information technology infrastructure to meet the needs of our workforce, enable efficiencies, reduce business continuity
risks, and conform to changes in governing rules and regulations.
For the year ended December 31, 2020, we used $504.1 million in cash for investing activities, which primarily consisted of $456.5 million of
cash paid for the acquisitions of Synteract and Illingworth Research. Additionally, we used $50.0 million in cash for purchases of property and
equipment and $15.6 million in cash for investments in unconsolidated affiliates, partially offset by cash received of $18.0 million for the sale
of our medication adherence business.
Cash Flows from Financing Activities
For the year ended December 31, 2021, we used $277.6 million in cash for financing activities, which consisted primarily of net repayments
of long-term debt and repurchases of our common stock. These payments were partially offset by proceeds from our accounts receivable
financing arrangement.
For the year ended December 31, 2020, financing activities provided $178.3 million in cash, primarily resulting from a net increase in long-
term debt from the issuance of the Notes, partially offset by repayments of other long-term debt, repurchases of our common stock, and
contingent consideration payments.
Inflation
The majority of our long-term contracts include inflation or cost of living adjustments for the portion of the services to be performed beyond
the year in which services begin. In the event actual inflation rates are greater than our contractual inflation rates or cost of living
adjustments, generally our contracts allow for increases to our inflationary assumptions to offset.
Critical Accounting Policies and Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of
America (“U.S. GAAP”) requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses during the period, as well as disclosures of contingent assets and liabilities at the date of the financial
statements. We evaluate our estimates on an ongoing basis, including those related to revenue recognition, valuation of goodwill and
identifiable intangibles, and tax-related contingencies and valuation allowances. These estimates are based on the information available to
management at the time these estimates, judgments, and assumptions are made. Actual results may differ materially from these estimates.
Acquisitions
We account for acquisitions in accordance with ASC Topic 805, Business Combinations, using the acquisition method of accounting. The
purchase price, or total consideration transferred, is determined as the fair value of assets exchanged, equity instruments issued, and
liabilities assumed at the acquisition date. The acquisition method of accounting requires that the identifiable assets acquired, the liabilities
assumed, and any non-controlling interest in the acquiree are measured and recorded at their fair values on the date of an acquisition.
Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired, including the amount assigned
to identifiable intangible assets.
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Acquisition-related costs are expensed as incurred. The consolidated financial statements reflect the results of operations of the acquiree
from the date of the acquisition. For additional information, see Part II, Item 8, “Financial Statements and Supplemental Data – Note 3 –
Acquisitions, Divestitures, and Investments.”
Revenue Recognition
We adopted ASC Topic 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard” or “ASC
606”) on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. In accordance
with ASC 606, revenue is recognized when, or as, a customer obtains control of promised services. The amount of revenue recognized
reflects the consideration to which we expect to be entitled to receive in exchange for these services.
The majority of our Clinical Solutions segment revenue is for service offerings that range in duration from a few months to several years and
typically represent a single performance obligation. Revenue for these service contracts is recognized over time using an input measure of
progress. The input measure reflects costs (including investigator payments and pass-through costs) incurred to date relative to total
estimated costs to complete the contract (“cost-to-cost measure of progress”). Under the cost-to-cost measure of progress methodology,
revenue is recorded proportionally to costs incurred. Contract costs principally include direct labor, investigator payments, and pass-through
costs. The estimate of total revenue and costs to completion requires significant judgment. Contract estimates are based on various
assumptions to project future outcomes of events that often span several years, as well as on evaluations and updates made on an ongoing
basis. These estimates are reviewed periodically and any adjustments are recognized on a cumulative catch-up basis in the period they
become known. Updates and adjustments to estimates are likely to result in variability in revenue recognized from period to period and may
cause unexpected variability in our operating results. In addition, in certain instances a customer contract may include forms of variable
consideration such as incentive fees, volume rebates or other provisions that can increase or decrease the transaction price. This variable
consideration is generally awarded upon achievement of certain performance metrics, program milestones or cost targets. For the purposes
of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount to be recorded is estimated based
on the assessment of our anticipated performance and consideration of all information that is reasonably available. Variable consideration is
recognized as revenue if and when it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not
occur when the uncertainty associated with the variable consideration is resolved in the future.
The largest of the service offerings within the Commercial Solutions segment relates to Deployment Solutions. Deployment Solutions
contracts consist of services to promote and sell commercial products on behalf of a customer. The remaining Commercial Solutions
contracts are generally short-term, month-to-month contracts or time and materials contracts. As such, Commercial Solutions revenue is
generally recognized as services are performed for the amount we estimate we are entitled to for the period. For contracts billed on a fixed
price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the
contract.
Most of our contracts can be terminated by the customer without cause with a notice period that generally ranges from 30 to 90 days. In the
event of termination, our contracts generally provide that the customer pay us for: (i) fees earned through the termination date; (ii) fees and
expenses for winding down the project, which include both fees incurred and actual expenses; (iii) non-cancellable expenditures; and (iv) in
some cases, a fee to cover a portion of the remaining professional fees on the project. Our long-term clinical trial contracts contain implied
substantive termination penalties because of the significant wind-down cost of terminating a clinical trial. These provisions for termination
penalties result in these types of contracts being treated as long-term for revenue recognition purposes.
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Changes in the scope of work are common, especially under long-term contracts, and generally result in a renegotiation of future contract
pricing terms and change in contract transaction price. If the customer does not agree to a contract modification, we could bear the risk of
cost overruns. Most of our contract modifications are for services that are not distinct from the services under the existing contract due to the
significant integration service provided in the context of the contract and therefore result in a cumulative catch-up adjustment to revenue at
the date of contract modification.
Timing of Billing and Performance
Differences in the timing of revenue recognition and associated billings and cash collections result in recording of billed accounts receivable,
unbilled accounts receivable, contract assets, and deferred revenue on the consolidated balance sheet. Amounts are billed as work
progresses in accordance with agreed-upon contractual terms either at periodic intervals or upon achievement of contractual milestones.
Billings generally occur subsequent to revenue recognition, resulting in recording of unbilled accounts receivable in instances where the right
to bill is contingent solely on the passage of time (e.g., in the following month) and contract assets in instances where the right to bill is
associated with a contingency (e.g., achievement of a milestone).
Accounts receivable are recorded at net realizable value. Unbilled accounts receivable (including contract assets) arise when services have
been rendered for which revenue has been recognized but the customers have not been billed. In general, prerequisites for billings and
payments are established by contractual provisions, including predetermined payment schedules, which may or may not correspond to the
timing of the performance of services under the contract. Contract assets include unbilled amounts typically resulting from revenue
recognized in excess of the amounts billed to the customer for which the right to payment is subject to factors other than the passage of time.
These amounts may not exceed their net realizable value. Contract assets are generally classified as current. Deferred revenue represents
contract liabilities and consists of customer payments received in advance of performance and billings in excess of revenue recognized, net
of revenue recognized from the balance at the beginning of the period. Contract assets and deferred revenue are presented on the balance
sheet on a net contract-by-contract basis at the end of each reporting period.
Goodwill and Intangible Assets
Goodwill represents the excess of purchase price over the estimated fair value of net assets acquired, including the amount assigned to
identifiable intangible assets, in acquisitions. In accordance with ASC Topic 350, Intangibles – Goodwill and Other, goodwill is not subject to
amortization but must be tested for impairment annually or more frequently if events or changes in circumstances indicate that goodwill might
be impaired. Goodwill is tested for impairment at the reporting unit level, which is one level below the operating segment level. This test
requires us to determine if the implied fair value of the reporting unit’s goodwill is less than its carrying amount.
The impairment analysis requires significant judgments, estimates and assumptions. There is no assurance that the actual future earnings or
cash flows of the reporting units will not decline significantly from the projections used in the impairment analysis. Goodwill impairment
charges may be recognized in future periods in one or more of the reporting units to the extent changes in factors or circumstances occur,
including deterioration in the macroeconomic environment, industry, deterioration in our performance or our future projections, or changes in
plans for one or more of our reporting units.
We completed our annual impairment test for potential impairment as of October 1, 2021 for all four of our reporting units, determining that
there were no impairments. Our goodwill is principally related to the Merger completed on August 1, 2017. Depending on the extent to which
future developments negatively impact our results of operations and financial outlook, an interim impairment test may be required in the
future.
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Intangible assets consist of customer relationships, acquired backlog, trade names, trademarks, patient communities, and acquired
technologies. We amortize intangible assets related to customer relationships, trade names, trademarks, patient communities, and acquired
technologies on a straight-line basis over the estimated useful life of the asset. Intangible assets related to acquired backlog are amortized
based on our expectations of the timing of when revenue associated with the backlog is expected to be recognized.
We review intangible assets at the end of each reporting period to determine if facts and circumstances indicate that the useful life is shorter
than originally estimated or that the carrying amount of the assets might not be recoverable. If such facts and circumstances exist, we assess
the recoverability of identified assets by comparing the projected undiscounted net cash flows associated with the related asset or group of
assets over their remaining lives to their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount
over the fair value of those assets and occur in the period in which the impairment determination is made.
Income Taxes
The majority of our U.S. subsidiaries file a consolidated U.S. federal income tax return, while certain U.S. subsidiaries, including recently
acquired entities, may file separate U.S. federal tax returns. Our subsidiaries in international jurisdictions file tax returns in their respective
jurisdictions.
We provide for income taxes on all transactions that have been recognized in the consolidated financial statements. Specifically, we estimate
our tax liability based on current tax laws in the statutory jurisdictions in which we operate. Accordingly, the impact of changes in income tax
laws on deferred tax assets and deferred tax liabilities are recognized in net earnings in the period during which such changes are enacted.
We record deferred tax assets and liabilities based on temporary differences between the financial statement and tax bases of assets and
liabilities and for tax benefit carryforwards using enacted tax rates in effect in the year in which the differences are expected to reverse.
We provide valuation allowances against deferred tax assets for amounts that are not considered more likely than not to be realized. The
valuation of the deferred tax asset is dependent on, among other things, our ability to generate a sufficient level of future taxable income. In
estimating future taxable income, we have considered both positive and negative evidence, such as historical and forecasted results of
operations, and have considered the implementation of prudent and feasible tax planning strategies. If the objectively verifiable negative
evidence outweighs any available positive evidence (or the only available positive is subjective and cannot be verified), then a valuation
allowance will likely be deemed necessary. If a valuation allowance is deemed to be unnecessary, such allowance is released and any
related benefit is recognized in the period of the change.
We recognize a tax benefit from an uncertain tax position only if we believe it is more likely than not to be sustained upon examination based
on the technical merits of the position. Judgment is required in determining what constitutes an individual tax position, as well as the
assessment of the outcome of each tax position. We consider many factors when evaluating and estimating tax positions and tax benefits. In
addition, the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations in domestic and
foreign jurisdictions. We evaluate uncertain tax positions pursuant to the more likely than not standard, and benefits related to such uncertain
tax positions are recognized as the largest amount of benefit, determined on a cumulative probability basis, to be realized upon ultimate
settlement of the position. If the calculation of the liability related to uncertain tax positions proves to be more or less than the ultimate
settlement, a tax expense or benefit, respectively, would result. Unrecognized tax benefits are presented as either a reduction to a deferred
tax asset or as a separate liability.
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Recently Issued Accounting Standards
For a description of recently issued accounting pronouncements, including the expected dates of adoption and the estimated effects, if any,
on our consolidated financial statements, see “Note 1 - Basis of Presentation and Summary of Significant Accounting Policies” to our
consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest
rates, and other relevant market rate or price changes. In the ordinary course of business, we are exposed to various market risks, including
changes in foreign currency exchange rates and interest rates, and we regularly evaluate our exposure to such changes. Our overall risk
management strategy seeks to balance the magnitude of the exposure and the cost and availability of appropriate financial instruments.
From time to time, we have utilized forward exchange contracts to manage our foreign currency exchange rate and interest rate risk.
Foreign Currency Exchange Rates
Approximately 19% of our revenues for the year ended December 31, 2021 were denominated in currencies other than the U.S. dollar. Our
financial statements are reported in U.S. dollars and, accordingly, fluctuations in exchange rates will affect the translation of our revenues
and expenses denominated in foreign currencies into U.S. dollars for purposes of reporting our consolidated financial results. During 2021
and 2020, the most significant currency exchange rate exposures were the British Pound, Euro, Canadian Dollar, and Japanese Yen. A
hypothetical change of 10% in average exchange rates used to translate all foreign currencies to U.S. dollars would have impacted income
before income taxes for 2021 by approximately $54.4 million. The impact of this could be partially offset by exchange rate fluctuation
provisions stated in some of our contracts with customers designed to mitigate our exposure to fluctuations in currency exchange rates over
the life of the contract. For example, during the year ended December 31, 2021, our revenue was reduced by $2.1 million to reflect the
reduced operating costs required to fulfill the contracts as a result of the fluctuations in foreign currency exchange rates. We do not have
significant operations in countries in which the economy is considered to be highly inflationary.
We are subject to foreign currency transaction risk for fluctuations in exchange rates during the period of time between the consummation
and cash settlement of a transaction. Accordingly, exchange rate fluctuations during this period may affect our profitability with respect to
such contracts. We are able to partially offset our foreign currency transaction risk through exchange rate fluctuation adjustment provisions
stated in our contracts with customers, or we may hedge our transaction risk with foreign currency exchange contracts.
Foreign Exchange Forward
On October 30, 2020, we entered into a foreign exchange forward in order to minimize monthly foreign currency remeasurement gains or
losses on non-functional currency monetary balances. The foreign exchange forward notional value may be adjusted each month as the
exposure balance changes. We elected not to designate the derivative as a hedge. All changes in the mark-to-market of the foreign
exchange forward are recorded in earnings every month to other (income) expense, net in the accompanying consolidated statements of
income. We recognized $0.7 million of realized losses and $1.5 million of realized gains during the year ended December 31, 2021 and 2020,
respectively, related to this foreign exchange forward. As of December 31, 2021, the notional value of this foreign exchange forward was
$70.0 million.
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Interest Rates
We are subject to market risk associated with changes in interest rates. In June 2018, we entered into an interest rate swap with multiple
counterparties that had an initial aggregate notional value of $1.01 billion, an effective date of December 31, 2018, and expired on June 30,
2021.
In March 2020, we entered into an interest rate swap with an initial aggregate notional value of $549.2 million, that increased to $1.42 billion
on June 30, 2021, an effective date of March 31, 2020, and will expire on March 31, 2023. As of December 31, 2021, the notional value of
this interest rate swap was $1.16 billion.
As of December 31, 2021 and 2020, we had $2.84 billion and $2.97 billion, respectively, of total principal indebtedness (including finance
leases of $54.8 million and $49.0 million, respectively), of which $1.03 billion and $809.5 million, respectively, was subject to variable interest
rates (excluding finance leases). Each quarter-point increase or decrease in the applicable interest rate as of December 31, 2021 and 2020
would change our annual interest expense by approximately $2.6 million and $2.0 million, respectively.
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Item 8. Financial Statements and Supplementary Data.
Index to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Consolidated Statements of Income for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2021, 2020, and 2019
Notes to Consolidated Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Syneos Health, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Syneos Health, Inc. and subsidiaries (the “Company”) as of December
31, 2021 and 2020, the related consolidated statements of income, comprehensive income, cash flows, and shareholders’ equity, for each of
the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and
2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity
with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 16,
2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Revenue – Full-service Clinical Contracts – Refer to Notes 1 and 12 to the consolidated financial statements
Critical Audit Matter Description
The majority of the Company’s Clinical Solutions segment contracts have a single performance obligation because the promise to transfer
individual services is not separately identifiable from other promises in the contracts, and therefore, is not distinct. Revenue is recognized
over time using an input measure of progress. The input measure reflects costs (including investigator payments and pass-through costs)
incurred to date relative to total estimated costs to complete (“cost-to-cost measure of progress”). Under the cost-to-cost measure of
progress methodology, revenue is recorded proportionally to costs incurred. Contract costs principally include direct labor, investigator
payments, and pass-through costs. The accounting for these contracts involves judgment, particularly as it relates to estimating total contract
costs based on the scope of work, the complexity of the clinical trial services, the geographical locations involved, industry information, and
historical experience, among other factors.
Given the judgments necessary to estimate total contract costs in order to estimate the amount of revenue to recognize for certain long-term
clinical research contracts which use the cost-to-cost method, auditing such estimates required extensive audit effort due to the complexity of
these contracts and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates of total contract costs to estimate the amount of revenue to recognize for full-
service clinical research contracts included the following, among others:
•
•
We tested the effectiveness of controls over long-term contract revenue, including those over the estimates of total contract costs
related to the performance obligation.
We selected a sample of long-term contracts and performed the following:
-
-
-
-
-
Evaluated whether the contracts were properly included in management’s calculation of long-term contract revenue based on
the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as
progress was made toward fulfilling the performance obligation.
Compared the transaction prices to the consideration expected to be received based on current rights and obligations under
the contracts and any contract modifications that were agreed upon with the customers.
Evaluated management’s identification of distinct performance obligations by assessing whether the underlying services
were highly interdependent and interrelated.
Tested the accuracy and completeness of the total contract costs incurred to date for the performance obligation.
Evaluated the estimates of total contract cost for the performance obligation by:
•
Evaluating management’s ability to achieve the estimates of total contract cost by performing corroborating inquiries
with the Company’s project managers and project financial analysts and comparing the estimates to management’s
work plans and cost estimates.
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•
Comparing management’s estimates of cost and revenue for the selected contracts to historical experience, and
evaluating the reasonableness of management’s forecast of remaining costs to be incurred for each contract based on
progress to date.
-
Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.
•
We evaluated management’s ability to accurately estimate total contract costs and revenue by comparing actual costs to
management’s historical estimates for performance obligations that have been fulfilled.
/s/ Deloitte & Touche LLP
Raleigh, North Carolina
February 16, 2022
We have served as the Company’s auditor since 2016.
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To the shareholders and the Board of Directors of Syneos Health, Inc.
Opinion on Internal Control over Financial Reporting
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the internal control over financial reporting of Syneos Health, Inc. and subsidiaries (the “Company”) as of December 31,
2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by
COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 16, 2022
expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Raleigh, North Carolina
February 16, 2022
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SYNEOS HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
2021
Year Ended December 31,
2020
(in thousands, except per share data)
2019
Revenue
$
5,212,970 $
4,415,777 $
4,675,815
Costs and operating expenses:
Direct costs (exclusive of depreciation and amortization)
Selling, general, and administrative expenses
Restructuring and other costs
Depreciation
Amortization
Total operating expenses
Income from operations
Total other expense, net:
Interest income
Interest expense
Loss (gain) on extinguishment of debt
Other (income) expense, net
Total other expense, net
Income before provision for income taxes
Income tax expense (benefit)
Net income
Earnings per share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
3,994,484
570,765
22,816
73,832
161,793
4,823,690
389,280
(111)
79,252
3,612
(8,633)
74,120
315,160
80,329
3,398,142
472,726
29,414
70,185
152,167
4,122,634
293,143
(265)
91,145
1,581
(2,976)
89,485
203,658
10,871
$
234,831 $
192,787
$
$
$
2.26 $
2.24 $
1.85
1.83
$
$
103,872
105,065
104,168
105,465
3,645,905
507,556
42,135
76,532
165,933
4,438,061
237,754
(7,542)
129,820
(10,395)
24,162
136,045
101,709
(29,549)
131,258
1.27
1.25
103,618
105,005
The accompanying notes are an integral part of these consolidated financial statements.
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Net income
SYNEOS HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
2021
Year Ended December 31,
2020
(in thousands)
2019
$
234,831 $
192,787 $
131,258
Unrealized gain (loss) on derivative instruments, net of income tax expense (benefit) of
$5,599, $(1,394), and $(2,122), respectively
Foreign currency translation adjustments, net of income tax (benefit) expense of
$(1,472), $1,354, and $0, respectively
Comprehensive income
16,140
(3,925)
(7,596)
$
(24,957)
226,014 $
34,717
223,579 $
24,198
147,860
The accompanying notes are an integral part of these consolidated financial statements.
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SYNEOS HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
2021
2020
(in thousands, except par value)
ASSETS
Current assets:
Cash, cash equivalents, and restricted cash
Accounts receivable and unbilled services, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Goodwill
Intangible assets, net
Deferred income tax assets
Other long-term assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Deferred revenue
Current portion of operating lease obligations
Current portion of finance lease obligations
Total current liabilities
Long-term debt
Operating lease long-term obligations
Finance lease long-term obligations
Deferred income tax liabilities
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 17)
Shareholders’ equity:
Preferred stock, $0.01 par value; 30,000 shares authorized, 0 shares issued and outstanding as of
December 31, 2021 and 2020
Common stock, $0.01 par value; 600,000 shares authorized, 103,764 and 103,935 shares issued and
outstanding as of December 31, 2021 and 2020, respectively
Additional paid-in capital
Accumulated other comprehensive loss, net of taxes
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
$
$
$
106,475 $
1,524,890
135,091
1,766,456
222,657
209,408
4,956,015
854,067
35,387
193,103
$
8,237,093 $
107,535 $
614,441
868,455
43,058
20,627
1,654,116
2,775,721
205,798
34,181
78,062
76,660
4,824,538
272,173
1,344,781
121,058
1,738,012
216,200
223,285
4,776,178
933,525
35,059
141,047
8,063,306
113,684
611,042
793,068
42,082
17,455
1,577,331
2,902,054
221,760
31,522
20,216
68,311
4,821,194
—
—
1,038
3,474,088
(49,618)
(12,953)
3,412,555
8,237,093 $
1,039
3,461,747
(40,801)
(179,873)
3,242,112
8,063,306
The accompanying notes are an integral part of these consolidated financial statements.
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SYNEOS HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Share-based compensation
Provision for doubtful accounts
Provision for (benefit from) deferred income taxes
Foreign currency transaction adjustments
Fair value adjustment of contingent obligations
Gain on sale of business
Loss (gain) on extinguishment of debt
Other non-cash items
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, unbilled services, and deferred revenue
Accounts payable and accrued expenses
Other assets and liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Payments related to acquisitions of businesses, net of cash acquired
Proceeds from notes receivable from divestiture
Proceeds from sale of business
Purchases of property and equipment
Investments in unconsolidated affiliates
Loan to unconsolidated affiliate
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of discount
Payments of debt financing costs
Repayments of long-term debt
Proceeds from accounts receivable financing agreement
Repayments of accounts receivable financing agreement
Proceeds from revolving line of credit
Repayments of revolving line of credit
Redemption of Senior Notes and associated breakage fees
Payments of contingent consideration related to acquisitions
Payments of finance leases
Payments for repurchases of common stock
Proceeds from exercises of stock options
Payments related to tax withholdings for share-based compensation
Net cash (used in) provided by financing activities
2021
Year Ended December 31,
2020
(in thousands)
2019
$
234,831 $
192,787 $
131,258
235,625
65,204
367
46,522
(5,928)
(597)
—
3,612
7,789
(109,364)
24,620
(52,403)
450,278
(278,920)
5,000
—
(56,841)
(5,741)
(3,844)
(340,346)
494,505
(1,008)
(727,277)
100,000
—
80,000
(80,000)
—
(7,197)
(15,774)
(117,521)
28,148
(31,453)
(277,577)
1,947
(165,698)
272,173
106,475 $
222,352
58,491
695
(3,839)
4,148
(3,664)
(7,133)
1,581
1,765
16,316
(2,561)
(55,445)
425,493
(456,455)
—
17,970
(50,010)
(15,589)
—
(504,084)
600,000
(9,570)
(327,294)
31,600
(6,600)
300,000
(300,000)
—
(26,634)
(16,434)
(70,151)
24,568
(21,220)
178,265
8,810
108,484
163,689
272,173
$
242,465
55,193
1,897
(40,069)
11,166
17,260
—
(10,395)
2,766
(120,389)
28,316
(987)
318,481
(712)
—
—
(63,973)
(16,976)
—
(81,661)
582,000
(2,636)
(437,936)
127,815
(22,400)
—
—
(418,112)
(178)
(14,493)
(56,716)
40,322
(13,135)
(215,469)
(13,594)
7,757
155,932
163,689
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
Net change in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash - beginning of period
Cash, cash equivalents, and restricted cash - end of period
$
The accompanying notes are an integral part of these consolidated financial statements.
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SYNEOS HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Shareholders’ equity, beginning balance
Impact from adoption of ASU 2016-13
Shareholders’ equity, adjusted beginning balance
Common stock:
Beginning balance
Repurchases of common stock
Issuances of common stock
Ending balance
Additional paid-in capital:
Beginning balance
Repurchases of common stock
Issuances of common stock
Share-based compensation
Ending balance
Accumulated other comprehensive loss:
Beginning balance
Unrealized gain (loss) on derivative instruments, net of taxes
Foreign currency translation adjustment, net of taxes
Ending balance
Accumulated deficit:
Beginning balance
Impact from adoption of ASU 2016-13
Adjusted beginning balance
Repurchases of common stock
Net income
Ending balance
2021
Year Ended December 31,
2020
(in thousands)
2019
$
3,242,112 $
—
3,242,112
3,029,654
$
(2,771)
3,026,883
2,856,144
—
2,856,144
1,039
(15)
14
1,038
1,039
(13)
13
1,039
1,034
(13)
18
1,039
3,461,747
(49,595)
(3,268)
65,204
3,474,088
3,441,471
(41,512)
3,297
58,491
3,461,747
3,402,638
(43,515)
27,155
55,193
3,441,471
(40,801)
16,140
(24,957)
(49,618)
(179,873)
—
(179,873)
(67,911)
234,831
(12,953)
(71,593)
(3,925)
34,717
(40,801)
(341,263)
(2,771)
(344,034)
(28,626)
192,787
(179,873)
(88,195)
(7,596)
24,198
(71,593)
(459,333)
—
(459,333)
(13,188)
131,258
(341,263)
Shareholders’ equity, ending balance
$
3,412,555 $
3,242,112
$
3,029,654
The accompanying notes are an integral part of these consolidated financial statements.
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Syneos Health, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting Policies
Principal Business
Syneos Health, Inc. (the “Company”) is a global provider of end-to-end biopharmaceutical outsourcing solutions. The Company operates
under two reportable segments, Clinical Solutions and Commercial Solutions, and derives its revenue through a suite of services designed to
enhance its customers’ ability to successfully develop, launch, and market their products. The Company offers its solutions on both a
standalone and integrated basis with biopharmaceutical development and commercialization services ranging from Phase I to IV clinical trial
services to services associated with the commercialization of biopharmaceutical products. The Company’s customers include small, mid-
sized, and large companies in the pharmaceutical, biotechnology, and medical device industries.
Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”), and include the accounts and results of operations of the Company and its controlled subsidiaries.
All intercompany balances and transactions have been eliminated.
Reclassification
Certain previously reported amounts have been reclassified to conform to the current year presentation.
COVID-19 Pandemic
The ongoing COVID-19 pandemic and associated economic repercussions have significantly impacted, and are expected to continue to
impact, the Company’s business and operations. The continued availability and effectiveness of vaccines may partially mitigate the risks
around the continued spread of COVID-19, however, with the spread of COVID-19 variants, the ongoing impacts of the COVID-19 pandemic
could adversely impact its business and results of operations. See Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K for
further discussion of the potential impact of the pandemic on its business.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosures of contingent assets
and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses for the periods presented in the
financial statements. Examples of estimates and assumptions include, but are not limited to, determining the fair value of goodwill and
intangible assets and their potential impairment, useful lives of tangible and intangible assets, useful lives of assets subject to leases,
valuation of the Company’s right of use assets, allowances for doubtful accounts, potential future outcomes of events for which income tax
consequences have been recognized in the Company’s consolidated financial statements or tax returns, valuation allowances for deferred
tax assets, fair value of share-based compensation and its recognition period, loss contingencies, fair value of derivative instruments and
related hedge effectiveness, fair value of contingent tax sharing obligations, and judgments related to revenue recognition, among others. In
addition, estimates and assumptions are used in the accounting for acquisitions, including the fair value and useful lives of acquired tangible
and intangible assets and the fair value of assumed liabilities.
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The Company evaluates its estimates and assumptions on an ongoing basis and bases its estimates on historical experience, current and
expected future conditions, third-party evaluations, and various other assumptions that management believes are reasonable under the
circumstances based on the information available to management at the time these estimates and assumptions are made. Actual results and
outcomes may differ significantly from these estimates and assumptions.
Acquisitions
The Company accounts for acquisitions in accordance with ASC Topic 805, Business Combinations, using the acquisition method of
accounting. The purchase price, or total consideration transferred, is determined as the fair value of assets exchanged, equity instruments
issued, and liabilities assumed at the acquisition date. The acquisition method of accounting requires that the identifiable assets acquired,
the liabilities assumed, and any non-controlling interest in the acquiree are measured and recorded at their fair values on the date of an
acquisition. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired, including the
amount assigned to identifiable intangible assets. Acquisition-related costs are expensed as incurred. The consolidated financial statements
reflect the results of operations of the acquiree from the date of the acquisition. For additional information, see “Note 3 – Acquisitions,
Divestitures, and Investments.”
Foreign Currency Translation and Transactions
For subsidiaries outside of the U.S. that operate in a local currency environment, revenue and expenses are translated to U.S. dollars at the
monthly average rates of exchange prevailing during the period, assets and liabilities are translated at period-end exchange rates, and equity
accounts are translated at historical exchange rates. The net effect of foreign currency translation adjustments is included in shareholders’
equity as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets.
Foreign currency transaction gains and losses are the result of exchange rate changes during the period of time between the consummation
and cash settlement of transactions denominated in currencies other than the functional currency. Foreign currency transaction gains and
losses are recognized in earnings as incurred and are included in other (income) expense, net in the accompanying consolidated statements
of income.
Comprehensive Income
Comprehensive income refers to revenue, expenses, gains, and losses that, under U.S. GAAP, are recorded as an element of shareholders’
equity but are excluded from net income. The Company’s comprehensive income consists of foreign currency translation adjustments, net of
applicable taxes, resulting from the translation of foreign subsidiaries with functional currencies other than the U.S. dollar and the effective
portions of the unrealized gains or losses associated with derivative instruments designated and accounted for as hedging instruments.
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Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits with banks and other financial institutions and highly liquid investments with an
original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates their fair
value.
Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of
a master netting arrangement, the participants combine their cash balances in pooling accounts at the same financial institution with the
ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Under the terms of the
master netting arrangement, the financial institution has the right, ability, and intent to offset a positive balance in one account against an
overdrawn amount in another account. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. As such,
the net cash balance related to this pooling arrangement is included in cash, cash equivalents, and restricted cash in the accompanying
consolidated balance sheets.
The Company’s net cash pool position consisted of the following as of December 31 (in thousands):
Gross cash position
Less: cash borrowings
Net cash position
Restricted Cash
2021
2020
$
$
179,160
(167,507)
11,653
$
$
220,261
(204,647)
15,614
Restricted cash represents cash and deposits held as security over bank deposits, lease guarantees, and insurance obligations that are
restricted as to withdrawal or use. Restricted cash is classified as a current or long-term asset based on the timing and nature of when and
how the cash is expected to be used or when the restrictions are expected to lapse. As of December 31, 2021 and 2020, restricted cash
balances were $0.1 million and $0.3 million, respectively.
Fair Value
The Company records certain assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurement (see “Note 7 -
Fair Value Measurements”). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement
date. This guidance also specifies a fair value hierarchy that distinguishes between valuation assumptions developed based on market data
obtained from independent external sources and the reporting entity’s own assumptions. Fair value measurements are classified according to
the lowest level input or value-driver that is significant to the valuation. In accordance with this guidance, fair value measurements are
classified under the following hierarchy:
Level 1 – Unadjusted quoted prices in active markets for identical instruments;
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that
are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active
markets; and
Level 3 – Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable, including
internally developed models.
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Derivative Financial Instruments
Interest Rate Swaps
The Company uses interest rate swaps to manage exposure to variable interest rates on its debt obligations. The Company designates its
interest rate swaps as cash flow hedges because they are executed to hedge the Company’s exposure to the variability in expected future
cash flows that are attributable to changes in interest rates.
Derivative financial instruments are measured at fair value and recognized in the accompanying consolidated balance sheets in prepaid
expenses and other current assets, other long-term assets, accrued expenses, and other long-term liabilities, as disclosed in “Note 6 –
Derivatives.” The fair value of interest rate swaps is determined using the market standard methodology of discounted future variable cash
receipts. The variable cash receipts are determined by discounting the future expected cash receipts that would occur if variable interest
rates rise above the fixed rate of the swaps. The variable interest rates used in the calculation of projected receipts on the swap are based
on an expectation of future interest rates derived from observable market interest rate curves and volatilities. Changes in the fair value of
derivative instruments designated as hedging instruments are recorded each period according to the determination of the derivative’s
effectiveness. The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recorded in accumulated
other comprehensive loss and subsequently reclassified into earnings in the period during which the hedged transaction is recognized in
earnings. The ineffective portion of the change in fair value of the derivatives is recognized as non-operating income or expense immediately
when incurred and included in interest expense in the accompanying consolidated statements of income.
Foreign Exchange Forward
The Company utilizes a foreign exchange forward in order to minimize monthly foreign currency remeasurement gains or losses on non-
functional currency monetary balances. The Company did not designate the derivative as a hedge. All changes in the fair value of the foreign
exchange forward are recorded in earnings every month to other (income) expense, net in the accompanying consolidated statements of
income, as disclosed in “Note 6 – Derivatives.”
Allowance for Doubtful Accounts
The Company maintains a credit approval process and makes judgments in connection with assessing its customers’ ability to pay for
contracted services. Generally, the Company has the ability to limit credit exposure by discontinuing services in the event of non-payment.
The Company monitors its customers’ credit worthiness and applies judgment in establishing a provision for estimated credit losses based on
historical experience, the aging of receivables, and customer-specific circumstances that would affect the customers’ ability to pay for
services rendered.
Property and Equipment
Property and equipment primarily consists of furniture, vehicles, software, office equipment, computer equipment, and lab equipment.
Purchased and constructed property and equipment is initially recorded at historical cost plus the estimated value of any associated legally or
contractually required retirement obligations. Property and equipment acquired in an acquisition are recorded based on the estimated fair
value as of the acquisition date. The Company leases vehicles for certain sales representatives in the Commercial Solutions segment. These
leases are classified and accounted for as leases in accordance with ASC Topic 842, Leases (“ASC 842”). For further information about
lease arrangements, see “Note 5 - Leases.”
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Property and equipment assets are depreciated using the straight-line method over the respective estimated useful lives as follows:
Buildings
Furniture and fixtures
Equipment
Computer equipment and software
Vehicles
Leasehold improvements
Useful Life
39 years
7 years
5 to 10 years
2 to 3 years
Lesser of lease term or the estimated economic life of the leased asset
Lesser of remaining life of lease or the useful life of the asset
Expenditures for repairs and maintenance are expensed as incurred and expenditures for major improvements that increase the functionality
or extend the useful life of the asset are capitalized and depreciated over the estimated useful life of the asset.
The Company capitalizes costs of computer software obtained for internal use and amortizes these costs on a straight-line basis over the
estimated useful life of the product, not to exceed five years. Software cloud computing arrangements containing a software license are
accounted for consistently with the acquisition of other software licenses. In the event such an arrangement does not contain a software
license, the Company accounts for the arrangement as a service contract.
The Company reviews property and equipment for impairment whenever facts and circumstances indicate that the carrying amounts of these
assets might not be recoverable. For assessment purposes, property and equipment are grouped with other assets and liabilities at the
lowest level that identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of the carrying
amount of an asset group is assessed by comparing its carrying amount to the estimated undiscounted future cash flows expected to be
generated by the asset group. If the carrying value of the asset group exceeds its fair value, an impairment charge is recognized for the
excess.
Leases
At inception, a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. In evaluating whether it has the right to control the use of an identified asset, the Company assesses whether
they have the right to direct the use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified
asset.
Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent
the Company’s obligation to make lease payments arising from the lease. Assets and liabilities are recognized based on the present value of
lease payments over the lease term. Most leases include one or more options to renew. The exercise of the renewal option is at the
Company’s sole discretion and the Company includes these options in determining the lease term used to establish its right-of-use assets
and lease liabilities when it is reasonably certain the Company will exercise its option.
Because most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the
information available at the lease commencement date in determining the present value of lease payments. The Company uses the implicit
rate when readily determinable. Operating lease expense is generally recognized on a straight-line basis over the lease term.
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The Company has agreements with lease and non-lease components, which are accounted for as a single lease component. Leases with a
lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a
straight-line basis over the lease term. Variable lease payment amounts that cannot be determined at the commencement of the lease, such
as increases in lease payments based on changes in index rates, are not included in the right-of-use assets or liabilities. These variable
lease payments are expensed as incurred.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the estimated fair value of net assets acquired, including the amount assigned to
identifiable intangible assets, in acquisitions. In accordance with ASC Topic 350, Intangibles – Goodwill and Other, goodwill is not subject to
amortization but must be tested for impairment annually or more frequently if events or changes in circumstances indicate that goodwill might
be impaired. Goodwill is tested for impairment at the reporting unit level, which is one level below the operating segment level. This test
requires the Company to determine if the implied fair value of the reporting unit’s goodwill is less than its carrying amount.
The Company has assigned goodwill to four reporting units. The Company completed an annual impairment test as of October 1, 2021 for all
of its reporting units, and concluded that there were no impairments.
Intangible assets consist of customer relationships, acquired backlog, trade names, trademarks, patient communities, and acquired
technologies. The Company amortizes intangible assets related to customer relationships, trade names, trademarks, patient communities,
and acquired technologies on a straight-line basis over the estimated useful life of the asset. Intangible assets related to acquired backlog
are amortized based on the Company’s expectations of the timing of when revenue associated with the backlog is expected to be
recognized.
The Company reviews intangible assets at the end of each reporting period to determine if facts and circumstances indicate that the useful
life is shorter than originally estimated or that the carrying amount of the assets might not be recoverable. If such facts and circumstances
exist, the Company assesses the recoverability of identified assets by comparing the projected undiscounted cash flows associated with the
related asset or group of assets to their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount
over the fair value of those assets and occur in the period in which the impairment determination is made.
The weighted average estimated useful lives of the Company’s intangible assets were as follows as of December 31:
Customer relationships
Acquired backlog
Trade names and trademarks
Intellectual property (medical patent)
Patient communities
Acquired technologies
2021
2020
9.8 years
2.6 years
5.5 years
n/a
6.0 years
6.0 years
9.9 years
2.6 years
5.5 years
9.0 years
n/a
n/a
No intangible asset impairment charges were recorded for the years ended December 31, 2021 or 2020. For additional information regarding
the carrying values of intangible assets, see “Note 2 – Financial Statement Details.”
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Contingencies
In the normal course of business, the Company periodically becomes involved in various proceedings and claims, including investigations,
disputes, litigations, and regulatory matters that are incidental to its business. The Company evaluates the likelihood of an unfavorable
outcome of all legal and regulatory matters and records accruals for probable loss contingencies for which the amount of the loss can be
reasonably estimated. Gain contingencies are not recognized until realized. Legal fees are expensed as incurred.
Because these matters are inherently unpredictable, and unfavorable developments or resolutions can occur, assessing contingencies is
highly subjective and requires judgments about future events. These judgments and estimates are based, among other factors, on the status
of the proceedings, the merits of the Company’s defenses, and the consultation with in-house and external counsel. The Company regularly
reviews contingencies to determine whether its accruals and related disclosures are adequate. Although the Company believes that it has
substantial defenses in these matters, the amount of losses incurred as a result of actual outcomes may differ significantly from the
Company’s estimates.
Revenue Recognition
In accordance with ASC Topic 606, Revenue from Contracts with Customers and all related amendments (“ASC 606”), revenue is recognized
when, or as, a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the
Company expects to be entitled to receive in exchange for these services.
A performance obligation is a promise (or a combination of promises) in a contract to transfer distinct goods or services to a customer and is
the unit of accounting under ASC 606 for the purposes of revenue recognition. A contract’s transaction price is allocated to each performance
obligation and is recognized as revenue, when, or as, each performance obligation is satisfied. The majority of the Company’s Clinical
Solutions segment contracts have a single performance obligation because the promise to transfer individual services is not separately
identifiable from other promises in the contracts, and therefore, is not distinct. For contracts with multiple performance obligations, the
contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct
good or service in the contract.
The majority of the Company’s revenue arrangements are service contracts that range in duration from a few months to several years.
Substantially all of the Company’s performance obligations, and associated revenue, are transferred to the customer over time. The
Company generally receives compensation based on measuring progress toward completion using anticipated project budgets for direct
labor and prices for each service offering. The Company is also reimbursed for certain third-party pass-through and out-of-pocket costs. In
addition, in certain instances a customer contract may include forms of variable consideration such as incentive fees, volume rebates or other
provisions that can increase or decrease the transaction price. This variable consideration is generally awarded upon achievement of certain
performance metrics, program milestones or cost targets. For the purposes of revenue recognition, variable consideration is assessed on a
contract-by-contract basis and the amount included in the transaction price is estimated based on the Company’s anticipated performance
and consideration of all information that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed
probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the
variable consideration is resolved in the future.
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Most of the Company’s contracts can be terminated by the customer without cause with a notice period that generally ranges from 30 to 90
days. In the event of termination, the Company’s contracts generally provide that the customer pay the Company for: (i) fees earned through
the termination date; (ii) fees and expenses for winding down the project, which include both fees incurred and actual expenses; (iii) non-
cancellable expenditures; and (iv) in some cases, a fee to cover a portion of the remaining professional fees on the project. The Company’s
long-term clinical trial contracts contain implied substantive termination penalties because of the significant wind-down cost of terminating a
clinical trial. These provisions for termination penalties result in these types of contracts being treated as long-term for revenue recognition
purposes.
Changes in the scope of work are common, especially under long-term contracts, and generally result in a change in the total contract
transaction price. If the customer does not agree to a contract modification, the Company could bear the risk of cost overruns. Most of the
Company’s contract modifications are for services that are not distinct from the services under the existing contract due to the significant
integration service provided in the context of the contract and therefore result in a cumulative catch-up adjustment to revenue at the date of
contract modification.
Capitalized Costs
The Company capitalizes certain costs associated with commissions and bonuses paid to its employees in the Clinical Solutions segment
because these costs are incurred in obtaining contracts that have a term greater than one year. Capitalized costs are included in prepaid
expenses and other current assets and other long-term assets in the accompanying consolidated balance sheets. The Company amortizes
these costs in a manner that is consistent with the pattern of revenue recognition described below. The Company expenses costs to obtain
contracts that have a term of one year or less.
Clinical Solutions
The Company’s Clinical Solutions segment provides solutions to address the clinical development needs of customers. The Company
provides total biopharmaceutical program development through its full-service platform, while also providing discrete services for any part of
a clinical trial, primarily through functional service provider, Early Stage, and Real World and Late Phase (“RWLP”) services. The services
provided via the full-service platform and RWLP platforms generally span several years and a significant benefit to the customer is provided
by integrating the services provided by the Company’s employees as well as those performed by third parties. Because the Company’s full-
service platform provides a significant integration service to the customer, these contracts contain a single performance obligation. Revenue
is recognized over time using an input measure of progress. The input measure reflects costs (including investigator payments and pass-
through costs) incurred to date relative to total estimated costs to complete (“cost-to-cost measure of progress”). Under the cost-to-cost
measure of progress methodology, revenue is recorded proportionally to costs incurred. Contract costs principally include direct labor,
investigator payments, and pass-through costs. The estimate of total estimated costs at completion requires significant judgment. Contract
estimates are based on various assumptions to project future outcomes of events that often span several years. These estimates are
reviewed periodically and any adjustments are recognized on a cumulative catch-up basis in the period they become known.
The remaining service offerings within the Clinical Solutions segment are generally short-term, month-to-month contracts, time and materials
basis contracts, or provide a series of distinct services that are substantially the same and have the same pattern of transfer to the customer
(“series”). As such, revenue for these service offerings is generally recognized as services are performed for the amount the Company
estimates it is entitled to for the period.
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Commercial Solutions
The Company’s Commercial Solutions segment provides a broad suite of complementary commercialization services including Deployment
Solutions, communications (advertising and public relations), and consulting services. Deployment Solutions contracts offer outsourced
services to promote commercial products on behalf of a customer.
The remaining Commercial Solutions contracts are generally short-term, month-to-month contracts or time and materials contracts. As such,
Commercial Solutions revenue is generally recognized as services are performed for the amount of consideration the Company estimates it
is entitled to for the period. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs
expended to total labor costs expected to complete the contract.
Accounts Receivable, Unbilled Services, and Deferred Revenue
Accounts receivable are recorded at net realizable value. Unbilled accounts receivable arise when services have been rendered for which
revenue has been recognized but the customers have not been billed. Contractual provisions and payment schedules may or may not
correspond to the timing of the performance of services under the contract.
Unbilled services include contract assets, under which the right to bill the customer is subject to factors other than the passage of time.
These amounts may not exceed their net realizable value. Contract assets are generally classified as current.
Deferred revenue is a contract liability that consists of customer payments received in advance of performance and billings in excess of
revenue recognized, net of revenue recognized from the balance at the beginning of the period.
Timing of Billing and Performance
Differences in the timing of revenue recognition and associated billings and cash collections result in recording of billed accounts receivable,
unbilled accounts receivable (including contract assets), and deferred revenue on the consolidated balance sheet. Amounts are billed as
work progresses in accordance with agreed-upon contractual terms either at periodic intervals or upon achievement of contractual
milestones. Billings generally occur subsequent to revenue recognition, resulting in recording unbilled accounts receivable in instances where
the right to bill is contingent solely on the passage of time (e.g., in the following month), and contract assets in instances where the right to
bill is associated with achievement of a milestone.
Reimbursable Out-of-Pocket Expenses
The Company incurs and is reimbursed by its customers for certain costs, including fees paid to principal investigators and for other out-of-
pocket costs (such as travel expenses for the Company’s clinical monitors and sales representatives). The Company includes these costs in
total operating expenses, and the related reimbursements in revenue, as the Company is the principal in the applicable arrangements and is
responsible for fulfilling the promise to provide the specified services.
Share-Based Compensation
The Company measures and recognizes compensation expense related to all share-based awards based on the estimated fair value of the
awards. The fair value of restricted stock and stock unit awards is measured on the grant date based on the fair market value of the
Company’s common stock.
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Share-based compensation expense is recognized on a straight-line basis over the shorter of the requisite service period or the vesting term.
For awards with performance conditions, stock-based compensation expense is recognized when the achievement of each individual
performance target becomes probable, and the number of shares expected to vest is adjusted for the weighted probability of attainment of
the relevant performance targets. Forfeitures are accounted for as they occur.
All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards, if applicable) are recognized
as income tax expense or benefit in the consolidated statements of income. The tax effects of exercised or vested awards are treated as
discrete items in the reporting period in which they occur. The Company also recognizes excess tax benefits regardless of whether the
benefit reduces taxes payable in the current period.
Income Taxes
The majority of the Company’s U.S. subsidiaries file a consolidated U.S. federal income tax return, while certain U.S. subsidiaries, including
recently acquired entities, may file separate U.S. federal tax returns. The Company’s subsidiaries in international jurisdictions file tax returns
in their respective jurisdictions.
The Company estimates its tax liability based on current tax laws in the statutory jurisdictions in which it operates. Accordingly, the impact of
changes in income tax laws on deferred tax assets and deferred tax liabilities is recognized in earnings in the period during which such
changes are enacted. The Company records deferred tax assets and liabilities based on temporary differences between the financial
reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when the differences are
realized or settled.
Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets
arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating
loss and tax credit carryforwards. The Company evaluates recoverability of these future tax deductions. The Company establishes a
valuation allowance for deferred income tax assets when the Company believes it is more likely than not the assets will not be realized. The
Company evaluates the recoverability of these future tax deductions by assessing future expected taxable income. In estimating future
taxable income, the Company considers both positive and negative evidence, such as historical and forecasted results of operations, and
implementation of prudent and feasible tax planning strategies. If the objectively verifiable negative evidence outweighs any available
positive evidence (or the only available positive is subjective and cannot be verified), then a valuation allowance will likely be deemed
necessary. If a valuation allowance is deemed to be unnecessary, such allowance is released and any related benefit is recognized in the
period of the change.
The Company recognizes a tax benefit from any uncertain tax positions only if they are more likely than not to be sustained upon
examination based on the technical merits of the position. The Company evaluates uncertain tax positions pursuant to the more likely than
not standard, and benefits related to such uncertain tax positions are recognized as the largest amount of benefit, determined on a
cumulative probability basis, to be realized upon ultimate settlement of the position. Components of the reserve for uncertain tax positions
are classified as either a current or a long-term liability in the accompanying consolidated balance sheets based on management’s
expectation of future cash settlements.
Judgment is required in determining what constitutes an uncertain tax position, as well as assessing the outcome of each tax position. The
Company considers many factors when evaluating and estimating tax positions and tax benefits. In addition, the calculation of tax liabilities
involves dealing with uncertainties in the application of complex tax regulations in domestic and foreign jurisdictions. If the calculation of the
liability related to uncertain tax positions proves to be more or less than the ultimate settlement, a tax expense or tax benefit, respectively,
would result. Unrecognized tax benefits are presented as either a reduction to a deferred tax asset or as a separate liability.
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Restructuring and Other Costs
Restructuring and other costs primarily consist of one-time employee termination benefits, contract termination costs, and other costs
associated with an exit or disposal activity. The Company accounts for restructuring costs in accordance with ASC Topic 420, Exit or Disposal
Cost Obligations. This guidance requires that a liability for a cost associated with an exit or disposal activity be recognized in the period in
which the liability is incurred, as opposed to the period in which management commits to a plan of action for termination. The guidance also
requires that the liabilities associated with an exit or disposal activity be measured at the fair value in the period in which the liability is
incurred, except for: (i) liabilities related to one-time employee termination benefits, which shall be measured and recognized at the date the
entity notifies employees of termination, unless employees are required to render services beyond a minimum retention period, in which case
the liability is recognized ratably over the future service period; and (ii) liabilities related to an operating lease, which shall be measured and
recognized when the contract does not have any future economic benefit to the entity (i.e., the entity ceases to utilize the rights conveyed by
the contract). Restructuring liabilities are included in accrued expenses and other long-term liabilities in the accompanying consolidated
balance sheets.
Earnings Per Share
The Company determines earnings per share in accordance with ASC Topic 260, Earnings Per Share. The Company has one class of
common stock for purposes of the earnings per share calculation and therefore computes basic earnings per share by dividing net income
(loss) by the weighted average number of common shares outstanding for the applicable period. Diluted earnings per share are computed in
the same manner as basic earnings per share, except that the number of shares is increased to assume exercise of potentially dilutive equity
awards using the treasury stock method, unless the effect of such increase would be anti-dilutive. Under the treasury stock method, the
amount the employee must pay for exercising equity awards and the amount of compensation cost for future service that the Company has
not yet recognized are assumed to be used to repurchase shares.
Subsequent Events
The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to
provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all
events and transactions through the date that these financial statements were issued.
Recently Adopted Accounting Standards
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (“ASU 2016-13”), Financial Instruments - Credit
Losses (Topic 326) to modify the impairment model to utilize an expected loss methodology in place of the previous incurred loss
methodology and require consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The
Company adopted ASU 2016-13 on January 1, 2020, and recorded the impact of the adoption through a cumulative-effect adjustment to
accumulated deficit. Results for reporting periods beginning on January 1, 2020 are presented under ASU No. 2016-13, while prior period
amounts continue to be reported and disclosed in accordance with the Company’s historical accounting treatment. Adoption of the new
standard resulted in the recording of additional allowance for doubtful accounts of approximately $2.8 million as of January 1, 2020.
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2. Financial Statement Details
Accounts Receivable and Unbilled Services, net
Accounts receivable and unbilled services (including contract assets), net of allowance for doubtful accounts, consisted of the following as of
December 31 (in thousands):
Accounts receivable billed
Accounts receivable unbilled
Contract assets
Less: Allowance for doubtful accounts
Accounts receivable and unbilled services, net
2021
2020
$
$
873,265
241,799
417,411
(7,585)
1,524,890
$
$
774,605
211,285
366,506
(7,615)
1,344,781
The following table summarizes the changes in the allowance for doubtful accounts (in thousands):
Balance at the beginning of the period
Impact from adoption of ASU 2016-13
Current year provision
Write-offs, net of recoveries and the effects of foreign currency exchange
Balance at the end of the period
Accounts Receivable Factoring Arrangement
2021
Year Ended December 31,
2020
2019
$
$
(7,615)
—
(367)
397
(7,585)
$
$
(5,381)
(2,771)
(695)
1,232
(7,615)
$
$
(4,587)
—
(1,897)
1,103
(5,381)
The Company has an accounts receivable factoring agreement to sell certain eligible unsecured trade accounts receivable, at its option,
without recourse, to an unrelated third-party financial institution for cash. For the years ended December 31, 2021 and 2020, the Company
factored $129.1 million and $152.4 million, respectively, of trade accounts receivable on a non-recourse basis and received $128.9 million
and $151.9 million, respectively, in cash proceeds from the sale. The fees associated with these transactions were insignificant.
Property and Equipment, net
Property and equipment, net of accumulated depreciation, consisted of the following as of December 31 (in thousands):
Software
Leasehold improvements
Computer equipment
Vehicles
Office furniture, fixtures, and equipment
Buildings and land
Assets not yet placed in service
Property and equipment, gross
Less: Accumulated depreciation
Property and equipment, net
2021
2020
$
$
159,736 $
96,188
91,937
77,674
65,018
5,692
28,706
524,951
(302,294)
222,657 $
129,731
94,596
108,230
63,985
37,287
5,211
28,129
467,169
(250,969)
216,200
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As of December 31, 2021 and 2020, the gross book value of vehicles under finance leases was $77.7 million and $64.0 million, respectively,
and accumulated depreciation was $30.0 million and $20.5 million, respectively. For the years ended December 31, 2021 and 2020,
amortization charges related to these assets, net of rebates, were $17.5 million and $15.8 million, respectively, and were included in
depreciation on the accompanying consolidated statements of income.
Goodwill and Intangible Assets
The changes in carrying amount of goodwill by segment were as follows (in thousands):
Balance as of December 31, 2019
Acquisitions and divestitures (c)
Impact of foreign currency translation
Balance as of December 31, 2020
Acquisitions (d)
Impact of foreign currency translation and other (e)
Balance as of December 31, 2021
Clinical
Solutions (a)
Commercial
Solutions (b)
Total
$
$
2,784,952 $
418,619
12,764
3,216,335
192,286
40,078
3,448,699 $
1,565,428 $
(14,453)
8,868
1,559,843
—
(52,527)
1,507,316 $
4,350,380
404,166
21,632
4,776,178
192,286
(12,449)
4,956,015
(a) Accumulated impairment losses of $8.1 million associated with the Clinical Solutions segment were recorded prior to 2016 and related to the former
Phase I Services segment, now a component of the Clinical Solutions segment. No impairment of goodwill was recorded for the years ended December 31,
2021, 2020, or 2019.
(b) Accumulated impairment losses of $8.0 million associated with the Commercial Solutions segment were recorded prior to 2015 and related to the former
Global Consulting segment, now a component of the Commercial Solutions segment. No impairment of goodwill was recorded for the years ended
December 31, 2021, 2020, or 2019.
(c) Amounts represent goodwill recognized in connection with the 2020 acquisitions of SHCR Holdings Corporation (“Synteract”) and Illingworth Research
Group™ (“Illingworth Research”) within the Clinical Solutions segment and goodwill disposed upon the sale of the medication adherence business within the
Commercial Solutions segment.
(d) Amount represents goodwill recognized in connection with the acquisitions of StudyKIK Corporation (“StudyKIK”) and RxDataScience, Inc.
(“RxDataScience”), other insignificant acquisitions in 2021, and insignificant measurement period adjustments recognized in connection with the 2020
acquisitions of Synteract and Illingworth Research within the Clinical Solutions segment.
(e) Includes $44.2 million reallocation of goodwill from the Commercial Solutions segment to the Clinical Solutions segment to reflect the transfer of the
Kinapse Regulatory and Operations Consulting service lines to align with management reporting in 2021.
Intangible assets, net consisted of the following (in thousands):
Customer relationships
Acquired backlog
Trade names and trademarks
Intellectual property (medical patent)
Patient communities
Acquired technologies
Intangible assets, net
December 31, 2021
Accumulated
Amortization
Gross
$ 1,547,925 $
175,826
55,728
—
45,100
27,800
$ 1,852,379 $
(811,542) $
(154,475)
(28,806)
—
(2,192)
(1,297)
(998,312) $
111
December 31, 2020
Accumulated
Amortization
Net
736,383 $ 1,518,081 $
Gross
21,351
26,922
—
42,908
26,503
174,180
52,475
30,028
—
—
(685,021) $
(132,733)
(21,817)
(1,668)
—
—
854,067 $ 1,774,764 $
(841,239) $
Net
833,060
41,447
30,658
28,360
—
—
933,525
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The future estimated amortization expense for intangible assets as of December 31, 2021 is expected to be as follows (in thousands):
Year Ended December 31,
2022
2023
2024
2025
2026
2027 and thereafter
Total
Accrued Expenses
$
$
Accrued expenses consisted of the following as of December 31 (in thousands):
Professional fees, investigator fees, and pass-through costs
Compensation, including bonuses, fringe benefits, and payroll taxes
Income and other taxes
Rebates to customers
Restructuring and other costs, current portion
Contingent obligations, current
Interest rate swaps - current
Other liabilities
Total accrued expenses
Accumulated Other Comprehensive Loss, Net of Taxes
Accumulated other comprehensive loss, net of taxes, consisted of the following (in thousands):
2021
2020
$
$
283,432 $
215,386
25,723
22,367
6,657
3,397
1,827
55,652
614,441 $
162,193
153,334
146,487
132,512
110,597
148,944
854,067
231,638
255,042
28,890
22,528
5,830
4,327
17,045
45,742
611,042
Beginning balance
Derivative Instruments:
Beginning balance
Other comprehensive gain (loss) before reclassifications
Reclassification adjustments
Ending balance
Foreign Currency Translation:
Beginning balance
Other comprehensive (loss) income before reclassifications
Ending balance
Year Ended December 31,
2021
2020
$
(40,801) $
(71,593)
(18,761)
2,963
13,177
(2,621)
(22,040)
(24,957)
(46,997)
(14,836)
(20,446)
16,521
(18,761)
(56,757)
34,717
(22,040)
Accumulated other comprehensive loss, net of taxes
$
(49,618) $
(40,801)
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Changes in accumulated other comprehensive loss consisted of the following (in thousands):
Unrealized loss on derivative instruments:
Unrealized gain (loss) during period, before taxes
Income tax expense (benefit)
Unrealized gain (loss) during period, net of taxes
Reclassification adjustment, before taxes
Income tax expense
Reclassification adjustment, net of taxes
Total unrealized gain (loss) on derivative instruments, net of taxes
Foreign currency translation adjustments:
Foreign currency translation adjustments, before taxes
Income tax (benefit) expense
Foreign currency translation adjustments, net of taxes
$
2021
Year Ended December 31,
2020
2019
4,084 $
1,121
2,963
17,655
4,478
13,177
16,140
(27,647) $
(7,201)
(20,446)
22,328
5,807
16,521
(3,925)
(26,429)
(1,472)
(24,957)
36,071
1,354
34,717
(14,306)
(2,777)
(11,529)
4,588
655
3,933
(7,596)
24,198
—
24,198
Total other comprehensive (loss) income, net of taxes
$
(8,817) $
30,792 $
16,602
Other (Income) Expense, Net
Other (income) expense, net consisted of the following (in thousands):
Net realized foreign currency loss
Net unrealized foreign currency (gain) loss
Gain on sale of business
Equity investment (income) expense
Other, net
Total other (income) expense, net
2021
Year Ended December 31,
2020
2019
$
$
2,190 $
(5,928)
—
(1,950)
(2,945)
(8,633) $
3,175 $
4,147
(7,133)
(3,745)
580
(2,976) $
11,853
11,166
—
261
882
24,162
Supplemental disclosure of cash flow information
The following table provides details of supplemental cash flow information (in thousands):
Cash paid for income taxes, net of refunds
Cash paid for interest (excluding finance leases)
Supplemental disclosure of noncash investing and financing activities
Non-cash investment to acquire certain intellectual property rights from a customer in
lieu of cash payment for services rendered
Fair value of contingent consideration related to acquisitions
Change in property and equipment included in liabilities
Vehicles acquired through finance lease agreements
2021
Year Ended December 31,
2020
35,100 $
63,952
23,400 $
83,690
$
2019
12,200
129,756
—
19,158
1,753
28,994
27,300
—
11,684
20,203
—
—
5,977
37,701
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3. Acquisitions, Divestitures, and Investments
StudyKIK Acquisition
On September 13, 2021, the Company completed the acquisition of StudyKIK, a leading clinical trial recruitment and retention company,
expanding the Company’s portfolio of patient-direct, technology-enabled solutions. The total purchase consideration was $203.6 million (net
of cash acquired of $1.0 million). The Company recognized $115.3 million of goodwill and $91.8 million of intangible assets. The remainder of
consideration was attributed to other net assets, primarily related to net working capital.
The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon
their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been
recorded as goodwill. Goodwill is attributable to the acquired workforce as well as future synergies and is not deductible for income tax
purposes. The operating results from the acquisition have been included in the Company’s Clinical Solutions segment from the date of
acquisition.
The following table summarizes the fair values of identified intangible assets and their respective useful lives (dollars in thousands):
Customer relationships
Acquired backlog
Trade name
Patient communities
Acquired technologies
Total intangible assets
RxDataScience Acquisition
Estimated Fair Value
22,300
1,800
2,700
45,100
19,900
91,800
$
$
Estimated Useful Life
6 years
1.25 years
6 years
6 years
6 years
On October 6, 2021, the Company completed the acquisition of RxDataScience, a specialist organization that helps biopharmaceutical
customers solve challenging problems through advanced analytics, data management, and artificial intelligence. The total purchase
consideration was $67.5 million (net of cash acquired of $2.4 million). The Company recognized $52.9 million of goodwill and $18.0 million of
intangible assets. The remainder of consideration was attributed to other net assets, primarily related to net working capital. Refer to “Note 16
– Related-Party Transactions” for further information.
The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon
their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been
recorded as goodwill. Goodwill is attributable to the acquired workforce as well as future synergies and is not deductible for income tax
purposes. The operating results from the acquisition have been included in the Company’s Clinical Solutions segment from the date of
acquisition.
The Company’s assessments of fair value and the purchase price allocations related to these 2021 acquisitions are preliminary and further
adjustments may be necessary as additional information related to the fair values of assets acquired and liabilities assumed is assessed
during the measurement period (up to one year from the respective acquisition dates).
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Synteract Acquisition
On December 9, 2020, the Company completed the acquisition of Synteract, effected through the purchase of 100% of the outstanding
shares of Synteract for approximately $385.5 million in cash (net of approximately $28.0 million of cash acquired), which included payment of
$1.0 million during the first quarter of 2021. Synteract is a contract research organization focused on the emerging biopharmaceutical
industry, strengthening the Company’s position in the small to mid-sized (“SMID”) category. The Company recognized $363.7 million of
goodwill and $56.4 million of intangible assets, including acquired backlog and trade name, as a result of the acquisition.
Allocation of Consideration Transferred
The following table summarizes the estimated fair value of the net assets acquired at the date of the acquisition:
Assets acquired:
Cash and cash equivalents
Accounts receivable and unbilled services
Prepaid expenses and other current assets
Property and equipment
Operating lease right-of-use assets
Other identifiable intangible assets
Goodwill
Other assets
Total assets acquired
Liabilities assumed:
Accounts payable and accrued expenses
Deferred revenue
Operating lease obligations
Deferred income taxes, net
Other liabilities
Total liabilities assumed
Net assets acquired
$
$
28,028
39,723
2,160
3,978
10,839
56,400
363,733
4,121
508,982
25,623
45,272
15,693
7,754
1,126
95,468
413,514
The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon
their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been
recorded as goodwill. Goodwill is attributable to the acquired workforce as well as future synergies and is not deductible for income tax
purposes. The operating results from the acquisition of Synteract have been included in the Company’s Clinical Solutions segment from the
date of acquisition.
The following table summarizes the fair value of identified intangible assets and their respective useful lives at the date of the acquisition
(dollars in thousands):
Acquired backlog
Trade name
Total intangible assets
Estimated Fair Value
37,200
19,200
56,400
Estimated Useful Life
4 years
8 years
$
$
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Illingworth Research Group Acquisition
On December 17, 2020, the Company completed the acquisition of Illingworth Research, a leading provider of clinical research home health
services, adding new scale and capabilities to the Company’s clinical trial solutions. The total purchase consideration was $80.9 million (net
of cash acquired of $1.1 million), which included payments of $9.0 million during the first quarter of 2021. The Company recognized $64.6
million of goodwill and $21.5 million of intangible assets, principally customer relationships, as a result of the acquisition.
The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon
their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been
recorded as goodwill. Goodwill is attributable to the acquired workforce as well as future synergies and is not deductible for income tax
purposes. The operating results from the acquisition of Illingworth Research have been included in the Company’s Clinical Solutions segment
from the date of acquisition.
Pro forma information for these acquisitions is not presented as the operations of the acquired businesses, individually and in the aggregate,
are not significant to the overall operations of the Company.
Divestitures
During the second quarter of 2020, the Company sold its contingent staffing business to a related party in exchange for potential future cash
consideration not to exceed $4.0 million. Based on the financial results of the business one year after the divestiture date, the Company
recognized $1.8 million of contingent consideration in other (income) expense, net in the accompanying statement of income during the
second quarter of 2021. Refer to “Note 16 – Related-Party Transactions” for further information.
During the fourth quarter of 2020, the Company sold its medication adherence business for consideration of $23.0 million, including cash
consideration of $18.0 million, net of cash transferred, and convertible notes of $5.0 million, resulting in a gain on sale of $7.1 million. The
Company received $5.0 million of cash proceeds from the notes receivable during the second quarter of 2021. Based on the performance of
the business through 2021, the Company recognized $3.0 million and $3.6 million of contingent consideration for the years ended December
31, 2021 and 2020, respectively. The gain on sale and contingent consideration were recognized in other (income) expense, net in the
accompanying consolidated statements of income.
Investments
During the second quarter of 2020, the Company made a non-cash investment of $27.3 million to acquire certain intellectual property rights
from a customer in lieu of cash payment for services rendered. The Company subsequently exchanged the intellectual property for an equity
method investment in an unconsolidated variable interest entity. The Company provided the entity $3.8 million in cash, in the form of a loan,
during the third quarter of 2021. Based on the hypothetical liquidation book value of its investment as of December 31, 2021, the Company
recorded a $5.3 million loss to other (income) expense, net in the accompanying statement of income for the year ended December 31,
2021. As of December 31, 2021, the book value of the Company’s investment was $16.2 million and was included in other long-term assets
in the accompanying consolidated balance sheet, with a maximum exposure to loss of approximately $20.3 million, which includes the
outstanding loan balance and accrued interest.
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4. Long-Term Debt Obligations
The Company’s debt obligations consisted of the following as of December 31 (in thousands):
Secured Debt
Term Loan A - tranche one due March 2024
Term Loan A - tranche two due August 2024
Term Loan B due August 2024
Accounts receivable financing agreement due October 2024
Total secured debt
Unsecured Debt
Senior notes due January 2029 (the “Notes”)
Total debt obligations
Less: Term loans original issuance discount
Less: Unamortized deferred issuance costs
Total long-term debt
Credit Agreement
2021
2020
$
149,195 $
1,636,797
—
400,000
2,185,992
600,000
2,785,992
(2,228)
(8,043)
2,775,721 $
$
183,715
1,273,991
560,564
300,000
2,318,270
600,000
2,918,270
(3,500)
(12,716)
2,902,054
The Company is party to a credit agreement (as amended, the “Credit Agreement”) that included a $1.55 billion Term Loan A facility (“Term
Loan A”) that has two tranches, tranche one that matures on March 26, 2024 and tranche two that matures on August 1, 2024, a $1.60 billion
Term Loan B facility (“Term Loan B”) that was paid in full during the second quarter of 2021, and a $600.0 million revolving credit facility (the
“Revolver”) that matures on August 1, 2024.
On June 30, 2021 (the “Closing Date”), the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Credit Agreement. The
Fifth Amendment modified the Credit Agreement to increase Term Loan A in an aggregate principal amount of $495.0 million (“Incremental
Term Loan A”). Incremental Term Loan A was funded on the Closing Date, and the proceeds were used, along with cash on hand, to repay
the outstanding Term Loan B in full under the Credit Agreement and to pay fees and expenses in connection with the Fifth Amendment and
the incurrence of Incremental Term Loan A. Incremental Term Loan A has the same terms as Term Loan A under the Credit Agreement, and
is subject to the same covenants. The Company recorded an additional discount of $0.5 million against the Term Loan A borrowings in
connection with the Fifth Amendment, which is being amortized as a component of interest expense using the effective interest method over
the term of Term Loan A.
During the year ended December 31, 2021, the Company made $166.8 million and $560.5 million of voluntary prepayments against Term
Loan A and Term Loan B, respectively, that were applied to future mandatory principal payments due. As a result of these and previous
voluntary prepayments, the Company is not required to make a mandatory payment against the principal balance of Term Loan A until
October 2023 and Term Loan B has been paid in full. In connection with these prepayments, the Company recorded a $3.6 million loss on
extinguishment of debt during the year ended December 31, 2021.
All obligations under the Credit Agreement are guaranteed by the Company and certain of the Company’s direct and indirect wholly-owned
domestic subsidiaries. The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and the
guarantors, including 65% of the capital stock of certain controlled foreign subsidiaries.
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The term loans and the Revolver bear interest at a rate per annum equal to the Adjusted Eurocurrency Rate (“Eurocurrency Rate”) plus an
applicable margin or an Alternate Base Rate plus an applicable margin. The Company may select among the Adjusted Eurocurrency Rate or
the Alternate Base Rate, whichever is lower, except in circumstances where the Company requests a loan with less than a three-day notice.
In such cases, the Company must use the Alternate Base Rate. The Adjusted Eurocurrency Rate is equal to the London Inter-bank Offered
Rate (“LIBOR”), subject to adjustment for reserve requirements. The Alternate Base Rate is equal to the highest of: (i) the federal funds rate
plus 0.50%; (ii) the Adjusted Eurocurrency Rate for an interest period of one month plus 1.00%; (iii) the rate of interest per annum quoted by
The Wall Street Journal as the prime rate; and (iv) 0.00%.
The applicable margins with respect to Alternate Base Rate and Adjusted Eurocurrency Rate borrowings are determined depending on the
“First Lien Leverage Ratio” or the “Secured Net Leverage Ratio” (as defined in the Credit Agreement) and range as follows:
Term Loan A
Term Loan B
Revolver
Alternate Base Rate
0.25% - 0.50%
0.75% - 1.00%
0.25% - 0.50%
Adjusted
Eurocurrency Rate
1.25% - 1.50%
1.75% - 2.00%
1.25% - 1.50%
In February 2021, as a result of the Company’s First Lien Leverage Ratio (as defined in the Credit Agreement) being less than or equal
to 2.5x, the Adjusted Eurocurrency Rate Spread (as defined in the Credit Agreement) on Term Loan A and the Revolver decreased
from 1.50% to 1.25%. As of December 31, 2021, the interest rate on the Term Loan A and the Revolver was 1.35%.
The Company also pays a quarterly commitment fee between 0.25% and 0.375% on the average daily unused balance of the Revolver
depending on the “First Lien Leverage Ratio” at the adjustment date.
Revolver and Letters of Credit
The Revolver includes letters of credit (“LOCs”) with a sublimit of $150.0 million. Fees are charged on all outstanding LOCs at an annual rate
equal to the margin in effect on Eurocurrency Rate revolving loans plus participation and fronting fees. The fee is payable quarterly in arrears
on the last day of each quarter ending April, July, October and January until the underlying LOC expires. As of December 31, 2021, there
were no outstanding Revolver borrowings and $14.2 million of LOCs outstanding, leaving $585.8 million of available borrowings under the
Revolver, including $135.8 million available for LOCs.
Accounts Receivable Financing Agreement
Under the Company’s accounts receivable financing agreement, certain of the Company’s consolidated subsidiaries sell accounts receivable
and unbilled services (including contract assets) balances to a wholly-owned, bankruptcy-remote special purpose entity (“SPE”), which is the
borrower under the facility. The facility is without recourse to the Company or any subsidiaries of the Company other than the SPE, other
than with respect to limited indemnity obligations of the selling entities and the servicer of the receivables in respect of the character of the
receivables sold by them and the performance of the servicing duties.
On January 28, 2021, the Company amended its accounts receivable financing agreement to increase the amount it can borrow from $300.0
million to $365.0 million and drew down the additional $65.0 million to partially fund the Term Loan A and Term Loan B voluntary
prepayments. Accordingly, there was no incremental impact on the Company’s total debt.
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On October 13, 2021, the Company further amended its accounts receivable financing agreement to increase the amount it can borrow from
$365.0 million to $400.0 million, extended the maturity to October 2024, and drew down the additional $35.0 million. At the same time, the
Company paid down $35.0 million on facilities under its Credit Agreement, resulting in no net impact on leverage.
As of December 31, 2021, the Company had $400.0 million of outstanding borrowings under this agreement, which are recorded in long-term
debt on the accompanying consolidated balance sheet. There was no remaining borrowing capacity available under this agreement as of
December 31, 2021.
This agreement is secured by a lien on certain receivables and other assets, and the Company has guaranteed the performance of the
obligations of existing and future subsidiaries that sell and service the accounts receivable under this agreement. The available borrowing
capacity varies monthly according to the levels of its eligible accounts receivable and unbilled receivables. Loans under this agreement will
accrue interest at a reserve-adjusted LIBOR rate or a base rate equal to the higher of (i) the applicable lender’s prime rate and (ii) the federal
funds rate plus 0.50%. As of December 31, 2021, the interest rate on the accounts receivable financing agreement was 1.05%.
The Notes
On November 24, 2020, the Company completed the issuance and sale of the Notes, with an aggregate principal amount of $600.0 million,
which bears interest at a rate of 3.625% per annum, payable semi-annually in arrears beginning on July 15, 2021, and matures on January
15, 2029. The Notes were issued pursuant to an indenture (the “Indenture”), which provides, among other things, that the Notes are senior
unsecured obligations of the Company and are guaranteed, jointly and severally, on a senior unsecured basis, by certain of the Company’s
subsidiaries.
The Company may redeem some or all of the Notes at any time prior to January 15, 2024 at a redemption price equal to 100% of the
aggregate principal amount of the Notes to be redeemed plus a “make-whole” premium and accrued and unpaid interest. In addition, prior to
July 15, 2023, the Company may redeem up to 40% of the original principal amount of the Notes with proceeds of certain equity offerings at
a redemption price equal to 103.625% of the aggregate principal amount of such Notes plus accrued and unpaid interest. On or after
January 15, 2024, the Company may redeem some or all of the Notes at the redemption prices set forth in the Indenture plus accrued and
unpaid interest.
The Indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (1) incur
additional liens, (2) engage in certain sale and leaseback transactions, and (3) conduct mergers, consolidations, or asset sales. These
covenants are subject to exceptions and qualifications set forth in the Indenture.
If the Company sells certain of its assets or experience specific kinds of changes of control, the Company is required to offer to repurchase
the Notes at a repurchase price equal to (1) par plus any accrued and unpaid interest in the case of an asset sale or (2) 101% of the
aggregate principal amount thereof plus any accrued and unpaid interest in the case of a change of control.
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Maturities of Debt Obligations
As of December 31, 2021, the contractual maturities of the Company’s debt obligations (excluding finance leases that are presented in “Note
5 – Leases”) were as follows (in thousands):
2022
2023
2024
2025
2026
2027 and thereafter
Less: Term loan original issuance discount
Less: Unamortized deferred issuance costs
Total
5. Leases
$
$
—
21,732
2,164,260
—
—
600,000
(2,228)
(8,043)
2,775,721
The Company’s operating leases are primarily related to its office facilities. The Company’s finance leases are related to vehicles that the
Company leases for certain sales representatives in its Commercial Solutions segment. The Company’s leases have remaining lease terms
of less than one year to 11 years, some of which include options to extend the term or terminate the lease.
ROU assets and lease liabilities are recognized based on the present value of the fixed lease payments over the lease term at the
commencement date. The ROU assets also include any initial direct costs incurred and lease payments made at or before the
commencement date, and are reduced by lease incentives. The Company uses its incremental borrowing rate as the discount rate to
determine the present value of the lease payments for leases that do not have a readily determinable implicit discount rate. The Company’s
incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term and amount in a
similar economic environment. The Company determines the incremental borrowing rates for its leases by adjusting the local risk free
interest rate with a credit risk premium corresponding to the Company’s credit rating.
The Company records rent expense for its operating leases on a straight-line basis from the lease commencement date until the end of the
lease term. The Company records finance lease cost as a combination of the amortization expense for the ROU assets and interest expense
for the outstanding lease liabilities using the discount rate discussed above. Variable lease payments for operating leases are related to office
facilities and include but are not limited to common area maintenance, parking, electricity, and management fees. The variable lease
payments for finance leases are related to maintenance programs for leased vehicles. Variable lease payments are based on occurrence or
based on usage; therefore, they are not included as part of the initial calculations of the ROU assets and liabilities.
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The components of lease cost were as follows for the year ended December 31 and the line items on the accompanying consolidated
statements of income to which they were recorded were as follows (in thousands):
Statement of Income Classification
2021
2020
Operating leases:
Fixed lease costs
Short-term lease costs
Variable lease costs
Total operating lease costs
Finance leases:
Amortization of right-of-use
assets
Interest on lease liabilities
Variable lease costs
Total finance lease costs
Direct costs, selling, general, and administrative expenses and restructuring
and other costs
$
Direct costs and selling, general, and administrative expenses
Direct costs, selling, general, and administrative expenses and restructuring
and other costs
Depreciation
Interest expense
Direct costs
$
$
$
55,168
1,994
$
36,760
93,922
17,453
605
6,231
24,289
$
$
$
Supplemental balance sheet information related to finance leases was as follows as of December 31 (in thousands):
Property and equipment, gross
Accumulated depreciation
Property and equipment, net
Current portion of finance lease obligations
Finance lease long-term obligations
Total finance lease liabilities
2021
2020
$
$
$
$
77,674 $
(30,021)
47,653 $
20,627 $
34,181
54,808 $
Supplemental cash flow information related to leases was as follows for the year ended December 31 (in thousands):
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
Operating cash flows for finance leases
Financing cash flows for finance leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
Finance leases
Lease obligations closed out in exchange for right-of-use assets:
Operating leases
Weighted average remaining lease term as of December 31:
Operating leases
Finance leases
121
2021
2020
$
$
(59,863) $
(605)
(15,774)
43,385 $
28,994
$
(10,122) $
(2,834)
2021
2020
6 years
3 years
7 years
3 years
53,531
2,930
29,572
86,033
15,843
944
6,321
23,108
63,985
(20,479)
43,506
17,455
31,522
48,977
(60,361)
(944)
(16,434)
47,415
20,203
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Weighted average discount rate as of December 31:
Operating leases
Finance leases
2021
2020
4.7%
1.1%
4.8%
1.3%
As of December 31, 2021, maturities of lease liabilities were as follows (in thousands):
2022
2023
2024
2025
2026
2027 and thereafter
Total lease payments
Less: Management fee
Less: Imputed interest
Total lease liabilities
6. Derivatives
Interest Rate Swaps
Operating
Leases
Finance Leases
Total
$
$
53,612 $
53,033
44,428
38,036
29,128
73,262
291,499
—
(42,643)
248,856 $
21,443 $
17,768
11,624
5,688
130
—
56,653 $
(762)
(1,083)
54,808
75,055
70,801
56,052
43,724
29,258
73,262
348,152
The Company has entered into various interest rate swaps to mitigate its exposure to changes in interest rates on its term loan. In June
2018, the Company entered into an interest rate swap with multiple counterparties that had an initial aggregate notional value of $1.01 billion,
an effective date of December 31, 2018, and expired on June 30, 2021.
In March 2020, the Company entered into interest rate swaps with multiple counterparties. The interest rate swaps had an initial aggregate
notional value of $549.2 million that increased to $1.42 billion on June 30, 2021, an effective date of March 31, 2020, and will expire on
March 31, 2023. As of December 31, 2021, the notional value of this interest rate swap was $1.16 billion.
The significant terms of these derivatives are substantially the same as those contained within the Credit Agreement, including monthly
settlements with the swap counterparties. Interest rate swaps are designated as hedging instruments. The amounts of hedge ineffectiveness
recorded in net income during the years ended December 31, 2021, 2020, and 2019 were insignificant.
Foreign Exchange Forward
On October 30, 2020, the Company entered into a foreign exchange forward in order to minimize monthly foreign currency remeasurement
gains or losses on non-functional currency monetary balances. The foreign exchange forward notional value may be adjusted each month as
the exposure balance changes. The Company did not designate the derivative as a hedge. All changes in the fair value of the foreign
exchange forward are recorded in earnings every month to other (income) expense, net in the accompanying consolidated statements of
income. The Company recognized $0.7 million of realized losses and $1.5 million of realized gains during the years ended December 31,
2021 and 2020, respectively, related to this foreign exchange forward. As of December 31, 2021, the notional value of this foreign exchange
forward was $70.0 million.
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Fair Values
The fair values of the Company’s derivative financial instruments as of December 31 and the line items on the accompanying consolidated
balance sheets to which they were recorded were as follows (in thousands):
Balance Sheet Classification
2021
2020
Interest rate swaps - non-current
Fair value of derivative assets
Interest rate swaps - current
Interest rate swaps - non-current
Fair value of derivative liabilities
7. Fair Value Measurements
Assets and Liabilities Carried at Fair Value
Other long-term assets
Accrued expenses
Other long-term liabilities
$
$
$
$
948 $
948 $
1,827 $
—
1,827
$
—
—
17,045
5,572
22,617
As of December 31, 2021 and 2020, the Company’s financial assets and liabilities carried at fair value included cash and cash equivalents,
restricted cash, trading securities, accounts receivable, unbilled services (including contract assets), accounts payable, accrued expenses,
deferred revenue, contingent obligations, liabilities under the accounts receivable financing agreement, and derivative instruments.
The fair values of cash and cash equivalents, restricted cash, accounts receivable, unbilled services (including contract assets), accounts
payable, accrued expenses, deferred revenue, and the liabilities under the accounts receivable financing agreement approximate their
respective carrying amounts because of the liquidity and short-term nature of these financial instruments.
Financial Instruments Subject to Recurring Fair Value Measurements
As of December 31, 2021, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring
basis were as follows (in thousands):
Assets:
Trading securities (a)
Partnership interest (b)
Derivative instruments (c)
Total assets
Liabilities:
Derivative instruments (c)
Contingent obligations related to acquisitions (d)
Total liabilities
$
$
$
$
Level 1
Level 2
Level 3
Investments
Measured
at Net Asset
Value
Total
24,775 $
—
—
24,775 $
— $
—
948
948 $
— $
—
—
— $
— $
11,176
—
11,176 $
24,775
11,176
948
36,899
— $
—
— $
1,827 $
—
1,827 $
— $
17,997
17,997 $
— $
—
— $
1,827
17,997
19,824
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As of December 31, 2020, the fair value of the major classes of the Company’s assets and liabilities measured at fair value on a recurring
basis were as follows (in thousands):
Assets:
Trading securities (a)
Partnership interest (b)
Total assets
Liabilities:
Derivative instruments (c)
Contingent obligations related to acquisitions (d)
Total liabilities
$
$
$
$
Level 1
Level 2
Level 3
Investments
Measured
at Net Asset
Value
Total
22,950 $
—
22,950 $
— $
—
— $
— $
—
— $
— $
8,665
8,665 $
22,950
8,665
31,615
— $
—
— $
22,617 $
—
22,617 $
— $
6,793
6,793 $
— $
—
— $
22,617
6,793
29,410
(a) Represents the fair value of investments in mutual funds based on quoted market prices that are used to fund the liability associated with the Company’s
deferred compensation plan.
(b) The Company has committed to invest $21.5 million as a limited partner in two private equity funds. The private equity funds invest in opportunities in the
healthcare and life sciences industry. As of December 31, 2021, the Company’s remaining unfunded commitment in the private equity funds was
$12.8 million. The Company holds minor ownership interests (less than 3%) in each of the private equity funds and has determined that it does not exercise
significant influence over the private equity funds’ operating or finance activities. As the private equity funds do not have readily determinable fair values, the
Company has estimated the fair values using each fund’s Net Asset Value, the amount by which the value of all assets exceeds all debt and liabilities, in
accordance with ASC Topic 946, Financial Services – Investment Companies.
(c) Represents the fair value of interest rate swap arrangements (see “Note 6 – Derivatives” for further information).
(d) Represents the fair value of contingent consideration obligations related to acquisitions. The fair values of these liabilities are determined based on the
Company’s best estimate of the probable timing and amount of settlement.
The following table presents a reconciliation of changes in the carrying amount of contingent obligations classified as Level 3 for the years
ended December 31, 2021 and 2020 (in thousands):
Balance as of December 31, 2019
Additions
Changes in fair value recognized in earnings (a)
Payments
Balance as of December 31, 2020
Additions (b)
Changes in fair value recognized in earnings
Payments (c)
Balance as of December 31, 2021
$
$
37,324
—
(3,897)
(26,634)
6,793
19,158
(757)
(7,197)
17,997
(a) The change in fair value recognized in earnings for the year ended December 31, 2020 is primarily due to a decrease in the estimate of the contingent
consideration associated with the acquisition of Kinapse (see “Note 17 – Commitments and Contingencies” for further information).
(b) Represents obligations in connection with the acquisition of RxDataScience and insignificant acquisitions completed during 2021.
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(c) The Company made payments to fully settle the contingent tax-sharing obligation arising from inVentiv Health, Inc.’s 2016 merger with Double Eagle
Parent, Inc. (see “Note 17 – Commitments and Contingencies” for further information) during the first quarter of 2021 and obligations in connection with the
insignificant acquisition completed during the second quarter of 2021.
During the years ended December 31, 2021 and 2020, there were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 fair
value measurements.
Financial Instruments Subject to Non-Recurring Fair Value Measurements
Certain assets, including goodwill and identifiable intangible assets, are carried on the accompanying consolidated balance sheets at cost
and, subsequent to initial recognition, are measured at fair value on a non-recurring basis when certain identified events or changes in
circumstances that may have a significant adverse effect on the carrying values of these assets occur. These assets are classified as Level 3
fair value measurements within the fair value hierarchy. Goodwill is tested for impairment annually or more frequently if events or changes in
circumstances indicate a triggering event has occurred. Intangible assets are tested for impairment upon the occurrence of certain triggering
events. As of December 31, 2021 and 2020, assets carried on the consolidated balance sheets and not remeasured to fair value on a
recurring basis totaled $5.83 billion and $5.71 billion, respectively.
Fair Value Disclosures for Financial Instruments Not Carried at Fair Value
The estimated fair values of the term loans and the Notes are determined based on the price that the Company would have had to pay to
settle the liabilities. As these liabilities are not actively traded, they are classified as Level 2 fair value measurements. The estimated fair
values of the Company’s term loans and the Notes were as follows (in thousands):
Term Loan A - tranche one due March 2024
Term Loan A - tranche two due August 2024
Term Loan B due August 2024
Senior notes due January 2029
December 31, 2021
December 31, 2020
Carrying
Value (a)
Estimated
Fair Value
Carrying
Value (a)
Estimated
Fair Value
$
149,008 $
1,634,756
—
600,000
148,945 $
1,635,138
—
595,500
183,320 $
1,271,255
560,194
600,000
183,026
1,269,213
560,144
602,412
(a) The carrying value of the term loan debt is shown net of original issue discounts.
8. Restructuring and Other Costs
During the year ended December 31, 2021, the Company incurred employee severance and benefit costs, facility and lease termination
costs, and other costs related to its restructuring activities. These costs were primarily related to the Company’s ForwardBound margin
enhancement initiative. The costs incurred during the year ended December 31, 2020 were primarily related to the Company’s cost
management strategies in response to the COVID-19 pandemic as well as the Company’s ForwardBound initiative.
Restructuring and other costs consisted of the following (in thousands):
Employee severance and benefit costs
Facility and lease termination costs
Other costs
Total restructuring and other costs
2021
Year Ended December 31,
2020
2019
$
$
14,526 $
8,226
64
22,816 $
26,321 $
2,313
780
29,414 $
25,243
16,202
690
42,135
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The Company expects to continue to incur costs related to restructuring of its operations in order to achieve cost savings and the targeted
synergies related to its acquisitions. However, the timing and the amount of these costs depends on various factors, including, but not limited
to, identifying and realizing synergy opportunities and executing the integration of its combined operations. The Company may also continue
to incur additional restructuring and other costs during and beyond 2022 related to its ForwardBound margin enhancement initiative.
Accrued Restructuring Liabilities
The following table summarizes activity related to the liabilities associated with restructuring and other costs (in thousands):
Balance as of December 31, 2019
Expenses incurred (a)
Payments
Balance as of December 31, 2020
Expenses incurred (a)
Payments
Balance as of December 31, 2021
Employee
Severance Costs
$
5,728 $
26,321
(26,219)
5,830
14,574
(13,747)
$
6,657 $
Other Costs
Total
22 $
791
(813)
—
17
(17)
— $
5,750
27,112
(27,032)
5,830
14,591
(13,764)
6,657
(a) There were no non-cash restructuring and other expenses incurred for the years ended December 31, 2021 and 2020. The amount of expenses incurred
for the years ended December 31, 2021 and 2020 excludes $8.2 million and $2.3 million, respectively, of facility lease closure and lease termination costs
that are reflected as a reduction of operating lease right-of-use assets on the accompanying consolidated balance sheets under ASC 842.
The Company expects the employee severance costs accrued as of December 31, 2021 will be paid within the next twelve months. Liabilities
associated with restructuring and other costs are included in accrued expenses and other long-term liabilities on the accompanying
consolidated balance sheets.
9. Shareholders’ Equity
Shares Outstanding
Shares of common stock outstanding were as follows (in thousands):
Common stock shares, beginning balance
Repurchases of common stock
Issuances of common stock
Common stock shares, ending balance
Stock Repurchase Programs
2021
Year Ended December 31,
2020
2019
103,935
(1,500)
1,329
103,764
103,866
(1,256)
1,325
103,935
103,372
(1,323)
1,817
103,866
On February 26, 2018, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to an aggregate of $250.0 million of
the Company’s common stock to be executed from time to time in open market transactions effected through a broker at prevailing market
prices, in block trades or through privately negotiated transactions through December 31, 2019 (the “2018 Stock Repurchase Program”). On
December 5, 2019, the Board increased the dollar amount authorized under the 2018 Stock Repurchase Program to up to an aggregate of
$300.0 million and extended the term of the 2018 Stock Repurchase Program to December 31, 2020. The 2018 Stock Repurchase Program
expired on December 31, 2020.
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On November 17, 2020, the Company’s Board authorized the repurchase of up to an aggregate of $300.0 million of the Company’s Class A
common stock, par value $0.01 per share, to be executed from time to time in open market transactions effected through a broker at
prevailing market prices, in block trades, or through privately negotiated transactions through December 31, 2022 (the “2021 Stock
Repurchase Program”). The 2021 Stock Repurchase Program took effect on January 1, 2021.
The 2021 Stock Repurchase Program does not obligate the Company to repurchase any particular amount of the Company’s common stock,
and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases are determined by the
Company’s management based on a variety of factors such as the market price of the Company’s common stock, the Company’s corporate
cash requirements, and overall market conditions. The 2021 Stock Repurchase Program is subject to applicable legal requirements,
including federal and state securities laws and applicable Nasdaq rules. The Company may also repurchase shares of its common stock
pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would
permit shares of the Company’s common stock to be repurchased when the Company might otherwise be precluded from doing so by law.
During the year ended December 31, 2021, the Company repurchased 1,500,000 shares of its common stock in private transactions under
the 2021 Stock Repurchase Program, for a total purchase price of approximately $117.5 million.
The following table sets forth repurchase activity under the Company’s stock repurchase programs from inception through December 31,
2021:
March 2018
April 2018
January 2019
February 2019
June 2019
August 2019
March 2020
September 2020
October 2020
March 2021
May 2021
June 2021
Total
Total number of
shares purchased
Average price
paid per share
Approximate dollar
value of shares
purchased
(in thousands)
$
948,100
1,024,400
552,100
120,600
509,100
141,100
600,000
506,244
150,000
600,000
400,000
500,000
6,051,644
39.55
36.60
39.16
41.40
45.29
49.93
53.38
59.26
54.14
74.18
81.04
81.20
$
$
37,493
37,492
21,623
4,993
23,055
7,045
32,029
30,000
8,122
44,505
32,416
40,600
319,373
The Company immediately retired all of the repurchased common stock and charged the par value of the shares to common stock. The
excess of the repurchase price over the par value was applied on a pro rata basis against additional paid-in capital, with the remainder
applied to accumulated deficit.
As of December 31, 2021, the Company had remaining authorization to repurchase up to approximately $182.5 million of shares of its
common stock under the 2021 Stock Repurchase Program.
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Table of Contents
The following is a summary of the Company’s authorized, issued, and outstanding shares as of December 31:
Shares Authorized:
Class A common stock
Class B common stock
Preferred stock
Total shares authorized
Shares Issued and Outstanding:
Class A common stock
Class B common stock
Preferred stock
Total shares issued and outstanding
2021
2020
300,000,000
300,000,000
30,000,000
630,000,000
103,763,635
—
—
103,763,635
300,000,000
300,000,000
30,000,000
630,000,000
103,934,738
—
—
103,934,738
Voting Rights and Conversion Rights of Common Stock
Each share of Class A common stock is entitled to one vote on all matters to be voted on by the shareholders of the Company, including the
election of directors. Each share of Class B common stock is entitled to one vote on all matters to be voted on by the shareholders of the
Company, except for the right to vote in the election of directors. Additionally, each share of Class B common stock is convertible (on a one-
for-one basis) into Class A common stock at any time at the election of the holder.
Dividend Rights and Preferences of Common Stock
The holders of Class A and Class B common stock are entitled to dividends on a pro rata basis at such time and in such amounts as
declared by the Board. There were no dividends paid during the years ended December 31, 2021, 2020, or 2019.
Liquidation Rights and Preferences of Common Stock
The holders of Class A and Class B common stock are entitled to participate on a pro rata basis in all distributions made in connection with a
voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company.
10. Earnings Per Share
The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations
(in thousands, except per share data):
Numerator:
Net income
Denominator:
Basic weighted average common shares outstanding
Effect of dilutive securities:
Stock options and other awards under deferred share-based compensation
programs
Diluted weighted average common shares outstanding
Earnings per share:
Basic
Diluted
128
2021
Year Ended December 31,
2020
2019
$
234,831
$
192,787
$
131,258
103,872
104,168
103,618
1,193
105,065
1,297
105,465
$
$
2.26
2.24
$
$
1.85
1.83
$
$
1,387
105,005
1.27
1.25
Table of Contents
Potential common shares outstanding that are considered anti-dilutive are excluded from the computation of diluted earnings per share.
Potential common shares related to stock options and other awards under share-based compensation programs may be determined to be
anti-dilutive based on the application of the treasury stock method. Potential common shares are also anti-dilutive in periods when the
Company incurs a net loss.
The number of potential shares outstanding that were anti-dilutive and therefore excluded from the computation of diluted earnings per share,
weighted for the portion of the period they were outstanding, were 145,342, 582,760, and 277,128 for the years ended December 31, 2021,
2020, and 2019, respectively.
11. Income Taxes
The components of income before provision for income taxes were as follows (in thousands):
Domestic
Foreign
Income before provision for income taxes
The components of income tax expense (benefit) were as follows (in thousands):
Federal income taxes:
Current
Deferred
Foreign income taxes:
Current
Deferred
State income taxes:
Current
Deferred
Income tax expense (benefit)
Foreign Earnings
2021
Year Ended December 31,
2020
2019
186,445
128,715
315,160
$
$
122,659
80,999
203,658
$
$
(17,066)
118,775
101,709
2021
Year Ended December 31,
2020
2019
926
45,819
$
27,718
(4,309)
5,163
5,012
80,329
$
(15,537) $
10,188
16,019
(3,106)
14,229
(10,922)
10,871 $
(13,952)
(11,693)
21,452
(2,206)
2,850
(26,000)
(29,549)
$
$
$
$
The Company has approximately $689.7 million of undistributed foreign earnings, of which approximately $278.4 million will remain
indefinitely reinvested in the foreign jurisdictions. These earnings are expected to be used to support the growth and working capital needs of
the Company’s foreign subsidiaries. It is impracticable to determine the total amount of unrecognized deferred taxes with respect to these
indefinitely reinvested earnings. The remaining $411.3 million of undistributed foreign earnings are not considered indefinitely reinvested, and
the Company has provided a $7.8 million deferred tax liability, primarily related to the estimated withholding tax and state taxes that would be
due upon repatriation.
BEAT
The Company’s base eroding payments do not exceed the three percent threshold of its deductible payments in 2021; therefore, the
Company has not recorded any base erosion and anti-abuse minimum tax (“BEAT”) liability for the years ended December 31, 2021 and
December 31, 2020.
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Actual income tax expense differed from the amount computed by applying the U.S. federal tax rate of 21% to pre-tax income as a result of
the following (in thousands):
Expected income tax expense at statutory rate
Change in income tax expense resulting from:
Foreign income inclusion
Foreign earnings not indefinitely reinvested
Foreign tax credits
Changes in income tax valuation allowance (all jurisdictions)
Change in fair value of contingent obligations
Share-based compensation
Research and general business tax credits (a)
State and local taxes, net of federal benefit
Capital loss carryforward (b)
Foreign rate differential
Changes in reserve for uncertain tax positions including interest
Provision to tax return and other deferred tax adjustments
Gain on sale of business
Base erosion and anti-abuse tax
Nondeductible executive compensation
Other, net
2021
Year Ended December 31,
2020
2019
$
66,184 $
42,768 $
21,359
11,019
278
(4,390)
(1,462)
(122)
(5,662)
(8,902)
11,978
(214)
2,865
4,721
(771)
—
—
1,649
3,158
6,013
5,071
—
14,503
(769)
(2,800)
(12,872)
6,924
(16,506)
(1,777)
(18,839)
(12,325)
(2,350)
—
367
3,463
39,557
—
—
(68,537)
3,625
1,094
(1,871)
(9,085)
—
(3,595)
5,393
(6,950)
—
(15,054)
1,802
2,713
(29,549)
Income tax expense (benefit)
$
80,329 $
10,871 $
(a) Year ended December 31, 2021 included a $0.8 million valuation allowance release and year ended December 31, 2020 was offset by a $9.4 million
valuation allowance.
(b) Years ended December 31, 2021 and 2020 are offset by $0.2 million and $16.5 million, respectively, in valuation allowances.
The changes in the valuation allowance for deferred tax assets were as follows (in thousands):
2021
Year Ended December 31,
2020
2019
Balance at the beginning of the period
Deferred tax assets assumed through acquisitions
Deferred tax assets released through divestitures
(Credited) charged to income tax expense
Charged to equity
Foreign currency exchange
Other adjustments
Balance at the end of the period
$
$
$
100,310
—
—
(1,462)
—
(407)
(479)
$
97,962
$
84,159
479
(271)
14,503
—
1,440
—
$
100,310
150,316
—
—
(68,537)
42
2,338
—
84,159
As of December 31, 2021, the valuation allowance decreased by $2.3 million, resulting primarily from a net decrease of $1.5 million primarily
due to releasing a domestic valuation allowance related to state deferred tax assets.
As of December 31, 2020, the valuation allowance increased by $16.2 million, resulting from a net increase of $14.5 million primarily due to
recording a federal U.S. valuation allowance related to capital loss carryforwards as well as recording a valuation allowance related to foreign
research and development credits, partially offset by the release of a valuation allowance on U.S. state deferred tax assets and an increase
of $1.4 million for changes related to foreign currency exchange.
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The income tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows as
of December 31 (in thousands):
Deferred tax assets:
Net operating losses
Tax credits
Deferred revenue
Employee compensation and other benefits
Allowance for doubtful accounts
Lease obligations
Accrued expenses
Prepaid royalty
Capital loss carryforward
Interest limitation carryforwards
Other
Total deferred tax assets
Less: valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Undistributed foreign earnings
Right of use asset
Depreciation and amortization
Deferred revenue
Other
Total deferred tax liabilities
Net deferred tax assets
2021
2020
$
134,143 $
58,901
—
28,538
1,787
57,749
13,158
—
20,021
30,847
1,151
346,295
(97,962)
248,333
(7,778)
(47,532)
(214,636)
(17,247)
(3,814)
(291,007)
(42,674) $
$
122,018
58,603
77,138
29,048
1,739
57,142
6,526
3,451
20,157
20,219
7,913
403,954
(100,310)
303,644
(10,912)
(49,316)
(226,170)
—
(2,404)
(288,802)
14,842
As of December 31, 2021 and 2020, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $317.4 million
and $260.6 million, respectively. These carryforwards begin to expire in 2029, but the Company anticipates utilizing such carryforwards prior
to their expirations.
As of December 31, 2021 and 2020, the Company had state NOL carryforwards of approximately $840.4 million and $821.0 million,
respectively, a portion of which expire annually. The Company also had foreign NOL carryforwards of $98.9 million and $80.1 million as of
December 31, 2021 and 2020, respectively. The majority of these carryforwards have indefinite carryforward periods, but valuation
allowances have been established for jurisdictions where the future benefits of the NOL carryforwards are not more likely than not to be
realized.
As of December 31, 2021 and 2020, the Company had Canadian research and development credit carryforwards of $56.1 million and $56.7
million, respectively. These credit carryforwards have an indefinite life, but for the years ended December 31, 2021 and 2020, valuation
allowances of $56.1 million and $56.7 million, respectively, have been established against these tax credits where the future benefits of the
credits are not more likely than not to be realized.
The Company’s gross unrecognized tax benefits, exclusive of associated interest and penalties, were $12.1 million and $9.0 million as of
December 31, 2021 and 2020, respectively. The increase of $3.1 million was primarily due to increase in positions relating to prior years in
foreign jurisdictions partially offset with the settlement of unrecognized tax benefits in the U.S. The Company recognizes accrued interest and
penalties related to uncertain tax positions in income tax expense in the accompanying consolidated statements of income. As of December
31, 2021 and 2020, the Company had accrued interest and penalties related to uncertain tax positions of $2.4 million and $2.8 million,
respectively.
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The Company believes it is reasonably possible that its unrecognized tax benefits may decrease by approximately $1.6 million within the next
12 months as a result of lapses in statutes of limitations. A reconciliation of the beginning and ending balances of unrecognized tax benefits,
excluding accrued interest and penalties, is as follows (in thousands):
Unrecognized tax benefits balance as of December 31, 2018
$
Increases for tax positions in the current year
Increases for tax positions of prior years
Decreases for tax positions in prior year
Impact of foreign currency translation
Unrecognized tax benefits balance as of December 31, 2019
Increases for tax positions in the current year
Increases for tax positions of prior years
Decreases for tax positions in prior year
Impact of foreign currency translation
Lapse of statute limitations
Unrecognized tax benefits balance as of December 31, 2020
Increases for tax positions in the current year
Increases for tax positions of prior years
Settlements with tax authorities
Impact of foreign currency translation
Lapse of statute limitations
Unrecognized tax benefits balance as of December 31, 2021
$
19,245
2,222
2,255
(440)
(44)
23,238
254
3,237
(2,540)
132
(15,288)
9,033
386
4,233
(1,131)
(169)
(234)
12,118
Due to the geographic breadth of the Company’s operations, numerous tax audits may be ongoing throughout the world at any point in time.
Income tax liabilities are recorded based on estimates of additional income taxes which will be due upon the conclusion of these audits.
Estimates of these income tax liabilities are made based upon prior experience and are updated in light of changes in facts and
circumstances. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits
may result in liabilities which could be materially different from these estimates. In such an event, the Company will record additional income
tax expense or benefit in the period in which such resolution occurs.
The Company is not currently under any U.S. federal income tax audits, however, income tax returns are under examination by tax
authorities in several state and foreign jurisdictions. The Company’s federal and state tax filings are open to investigations in numerous years
due to NOL carryforwards. Additionally, the Company currently has an ongoing examination for tax years 2017 to 2019 in the United
Kingdom. The United Kingdom is the jurisdiction with the Company’s largest foreign operations. The Company believes that its reserve for
uncertain tax positions is adequate to cover existing risks or exposures related to all open tax years and jurisdictions.
12. Revenue from Contracts with Customers
Unsatisfied Performance Obligations
As of December 31, 2021, the total aggregate transaction price allocated to the unsatisfied performance obligations under contracts with
contract terms greater than one year and that are not accounted for as a series pursuant to ASC 606 was $6.70 billion. This amount includes
revenue associated with reimbursable out-of-pocket expenses. The Company expects to recognize revenue over the remaining contract term
of the individual projects, with contract terms generally ranging from one to five years. The amount of unsatisfied performance obligations is
presented net of any constraints and, as a result, is lower than the potential contractual revenue. The contracts excluded due to constraints
include contracts that do not commence within a certain period of time or that require the Company to undertake numerous activities to fulfill
these performance obligations, including various activities that are outside of the Company’s control.
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Timing of Billing and Performance
During the year ended December 31, 2021, the Company recognized approximately $611.9 million of revenue that was included in the
deferred revenue balance at the beginning of the year. During the year ended December 31, 2021, approximately $120.9 million of the
Company’s revenue recognized was allocated to performance obligations partially satisfied in previous periods, substantially all of which was
associated with changes in scope or price for full-service clinical studies. The Company reviews its portfolio level risk and inflation factors
during the third quarter of each year. Based on this review, the Company modified the application of its portfolio level inflation factor, which
was considered a change in estimate, and recognized additional revenue of $23.5 million related to this change during the third quarter of
2021. As a result of changing service delivery trends in connection with the COVID-19 pandemic and adoption of decentralized trial
methodologies, the Company implemented a comprehensive approach during the fourth quarter of 2021 related to anticipated reductions in
reimbursable out-of-pocket expenses, which was considered a change in estimate, and recognized additional net revenue of $44.0 million
during the period. This amount related to anticipated changes in reimbursable out-of-pocket expenses, inclusive of both the revised approach
as well as updates to project estimates made in the normal course of business. The additional revenue related to these changes in estimates
was partially offset by insignificant changes in estimates related to projects recognized in the normal course of the Company’s revenue
recognition processes.
13. Segment Information
The Company is managed through two reportable segments: Clinical Solutions and Commercial Solutions. Each reportable segment consists
of multiple service offerings that, when combined, create a fully integrated biopharmaceutical services organization. Clinical Solutions offers
comprehensive global services for the development of diagnostics, drugs, biologics, devices, and digital therapeutics that span Phase I to IV
of clinical development. The segment is organized around clinical pharmacology and bioanalytical services, workforce deployment, full-
service clinical studies, real world evidence, and consulting. This segment offers individual services including product development and
regulatory consulting, project management, protocol development, investigational site recruitment, clinical monitoring, technology-enabled
patient recruitment and engagement, clinical home health services, clinical trial diversity, biometrics, and regulatory affairs; all across a
comprehensive range of therapeutic areas. Commercial Solutions provides the pharmaceutical, biotechnology, and healthcare industries with
commercialization services, including deployment solutions, communications solutions (public relations, advertising, and medical
communications), and consulting services.
The Company’s Chief Operating Decision Maker (the “CODM”) reviews segment performance and allocates resources based upon segment
revenue and income from operations. Inter-segment revenue is eliminated from the segment reporting provided to the CODM and is not
included in the segment revenue presented in the table below. Certain costs are not allocated to the Company’s reportable segments and are
reported as general corporate expenses. These costs primarily consist of share-based compensation, general operating expenses
associated with the Board and the Company’s senior leadership, finance, investor relations, and internal audit functions, and transaction and
integration-related expenses. The Company does not allocate depreciation, amortization, asset impairment charges, or restructuring and
other costs to its segments. Prior period segment results have been recast to reflect the transfer of the Kinapse Regulatory and Operations
Consulting service lines from Commercial Solutions to Clinical Solutions to align with management reporting in 2021. Additionally, the CODM
reviews the Company’s assets on a consolidated basis and does not allocate assets to its reportable segments for purposes of assessing
segment performance or allocating resources.
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Information about reportable segment operating results was as follows (in thousands):
2021
Year Ended December 31,
2020
2019
Revenue:
Clinical Solutions
Commercial Solutions
Total revenue
Segment direct costs:
Clinical Solutions
Commercial Solutions
Total segment direct costs
Segment selling, general, and administrative expenses:
Clinical Solutions
Commercial Solutions
Total segment selling, general, and administrative expenses
Segment operating income:
Clinical Solutions
Commercial Solutions
Total segment operating income
Direct costs and operating expenses not allocated to segments:
Share-based compensation included in direct costs
Share-based compensation included in selling, general, and administrative expenses
Corporate selling, general, and administrative expenses
Restructuring and other costs
Depreciation and amortization
Total income from operations
$
14. Operations by Geographic Location
$
4,009,057 $
1,203,913
5,212,970
3,339,451 $
1,076,326
4,415,777
3,005,938
955,326
3,961,264
2,513,240
853,555
3,366,795
353,990
82,516
436,506
649,129
166,071
815,200
33,220
31,984
102,275
22,816
235,625
389,280 $
283,633
82,709
366,342
542,578
140,062
682,640
31,347
27,144
79,240
29,414
222,352
293,143 $
3,450,223
1,225,592
4,675,815
2,637,016
979,878
3,616,894
280,674
87,258
367,932
532,533
158,456
690,989
29,011
26,182
113,442
42,135
242,465
237,754
The following table summarizes total revenue by geographic area (in thousands, all intercompany transactions have been eliminated):
Revenue:
North America (a)
Europe, Middle East and Africa
Asia-Pacific
Latin America
Total revenue
2021
Year Ended December 31,
2020
2019
$
$
3,144,475 $
1,333,540
594,163
140,792
5,212,970 $
2,791,590 $
1,059,968
465,116
99,103
4,415,777 $
3,079,608
1,055,007
444,819
96,381
4,675,815
(a) Revenue for the North America region includes revenue attributable to the U.S. of $2.95 billion, $2.64 billion, and $2.93 billion, or 56.6%, 59.9%, and
62.7% of total revenue, for the years ended December 31, 2021, 2020 and 2019, respectively. No other country represented more than 10% of total revenue
for any year.
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The following table summarizes long-lived assets by geographic area as of December 31 (in thousands, all intercompany transactions have
been eliminated):
Property and equipment, net:
North America (a)
Europe, Middle East and Africa
Asia-Pacific
Latin America
Total property and equipment, net
2021
2020
$
$
165,446 $
37,004
13,615
6,592
222,657 $
161,531
38,745
11,167
4,757
216,200
(a) Long-lived assets for the North America region include property and equipment, net attributable to the U.S. of $160.0 million and $156.0 million as of
December 31, 2021 and 2020, respectively.
15. Concentration of Credit Risk
Financial assets that subject the Company to credit risk primarily consist of cash and cash equivalents, accounts receivable and unbilled
services (including contract assets). The Company’s cash and cash equivalents consist principally of cash and are maintained at several
financial institutions with reputable credit ratings. The Company maintains cash depository accounts with several financial institutions
worldwide and is exposed to credit risk related to the potential inability to access liquidity in financial institutions where its cash and cash
equivalents are concentrated. The Company has not historically incurred any losses with respect to these balances and believes that they
bear minimal credit risk.
As of December 31, 2021 and 2020, substantially all of the Company’s cash and cash equivalents were held within the U.S.
Substantially all of the Company’s revenue is earned by performing services under contracts with pharmaceutical and biotechnology
companies. The concentration of credit risk is equal to the outstanding accounts receivable and unbilled services (including contract assets)
balances less deferred revenue.
No single customer accounted for greater than 10% of the Company’s revenue for the years ended December 31, 2021, 2020 or 2019.
No single customer accounted for greater than 10% of the Company’s accounts receivable and unbilled services (including contract assets)
balances for the year ended December 31, 2021 or 2020.
16. Related-Party Transactions
For the year ended December 31, 2021, the Company had combined revenue of $3.7 million from three customers whose board of directors
each included a member who was also a member of the Company’s Board. The combined revenue reflects the periods in which the member
served on both the customer’s board of directors and the Company’s Board. As of December 31, 2021, the Company had combined
receivables of $0.6 million from two customers whose board of directors each included a member who was also a member of the Company’s
Board. For the year ended December 31, 2021, the Company incurred expenses of $0.6 million for professional services obtained from the
party noted below that purchased its contingent staffing business, for the period in which such party was a related party.
On October 6, 2021, the Company completed the acquisition of RxDataScience through an arm’s-length transaction. A member of the
Company’s management was the co-founder and minority shareholder of RxDataScience and continued to be an executive advisor at
RxDataScience up until the acquisition date. For additional information, refer to “Note 3 – Acquisitions, Divestitures, and Investments” and
“Note 7 – Fair Value Measurements.”
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For the year ended December 31, 2020, the Company had revenue of $1.8 million and, as of December 31, 2020, receivables of $1.3 million
from a customer whose board of directors included a member who was also a member of the Company’s Board. This customer became a
related party during the third quarter of 2020. During the second quarter of 2020, the Company sold its contingent staffing business to a
related party in exchange for potential future cash consideration not to exceed $4.0 million. The acquiring company had a
significant shareholder who was also a significant shareholder of the Company. The significant shareholder sold their interest in the acquiring
company during March 2021. Based on the financial results of the business one year after the divestiture date, the Company recognized
$1.8 million of contingent consideration in other (income) expense, net in the second quarter of 2021. The future cash consideration is
contingent on the financial performance of the sold business through May 31, 2023. The Company will recognize the contingent
consideration in the consolidated statements of income in the period the contingency is resolved.
For the year ended December 31, 2019, the Company had revenue of $0.4 million from a customer whose board of directors included a
member who was also a member of the Company’s Board. This customer became a related party of the Company during the fourth quarter
of 2019. For the year ended December 31, 2018, the Company had revenue of $0.4 million from two customers each of whose respective
boards of directors included a member who was also a member of the Company’s Board.
For the year ended December 31, 2019, the Company incurred reimbursable out-of-pocket expenses of $1.1 million for professional services
obtained from a provider whose board of directors included a member who was also a member of the Company’s Board. These expenses
are included within direct costs in the consolidated statements of income. This provider ceased to be a related party as of December 31,
2019.
17. Commitments and Contingencies
Legal Contingencies
The Company is involved in various claims and legal actions arising in the ordinary course of business. The Company accrues a liability
when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible
but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of
the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. In the opinion of management, the outcome
of any existing claims and legal or regulatory proceedings, other than the specific matters described below, if decided adversely, is not
expected to have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows.
On December 1, 2017, the first of two virtually identical actions alleging federal securities law claims was filed against the Company and
certain of its officers on behalf of a putative class of its shareholders. The first action, captioned Bermudez v. INC Research, Inc., et al, No.
17-09457 (S.D.N.Y.), was filed in the Southern District of New York (the “Bermudez action”), and the second action, Vaitkuvienë v. Syneos
Health, Inc., et al, No. 18-0029 (E.D.N.C.), was filed on January 25, 2018 in the Eastern District of North Carolina (the “Vaitkuvienë action”).
On March 30, 2018, the Bermudez action was dismissed voluntarily. After the San Antonio Fire & Police Pension Fund and El Paso Firemen
& Policemen’s Pension Fund were appointed as Lead Plaintiffs in the Vaitkuvienë action, Lead Plaintiffs filed an amended complaint on July
30, 2018, which named as defendants the Company, Alistair Macdonald, Gregory S. Rush, Michael A. Bell, and each member of the
Company’s Board at the time of the stockholder vote on the 2017 merger (the “Merger”) of INC Research with an affiliate of inVentiv Health,
Inc. (“inVentiv”). The amended complaint alleged claims under Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 on
behalf of a putative class of purchasers of the Company’s common stock between May 10, 2017 and November 8, 2017, contending that the
Company published inaccurate or incomplete information regarding, among other things, the financial performance and business outlook for
inVentiv’s business prior to and following the Merger. Lead Plaintiffs seek, among other things, orders (i) declaring that the lawsuit is a proper
class
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action and (ii) awarding compensatory damages in an amount to be proven at trial, including interest thereon, and reasonable costs and
expenses incurred in this action, including attorneys’ fees and expert fees, to Lead Plaintiffs and other class members. On September 20,
2018, Defendants moved to dismiss the action. On August 30, 2021, the District Court entered an order granting the motion to dismiss in its
entirety, and on October 21, 2021, the Court entered judgment for Defendants. On November 19, 2021, Lead Plaintiffs appealed from this
judgment to the U.S. Court of Appeals for the Fourth Circuit, which appeal remains pending.
The Company is presently unable to predict the duration, scope, or result of the foregoing putative class actions, or any other related lawsuit.
As such, the Company is presently unable to develop a reasonable estimate of a possible loss or range of losses, if any, related to these
matters. While the Company intends to defend any further proceedings in the putative class action litigation vigorously, the outcome of such
litigation or any other litigation is necessarily uncertain. The Company could be forced to expend significant resources in the defense of these
lawsuits or future ones, and it may not prevail. As such, these matters could have a material adverse effect on the Company's business,
annual, or interim results of operations, cash flows, or its financial condition.
Assumed Contingent Tax-Sharing Obligation
As a result of the Merger, the Company assumed contingent tax-sharing obligations arising from inVentiv Health, Inc.’s 2016 merger with
Double Eagle Parent, Inc. During the first quarter of 2021, the Company made payments of $6.2 million to fully settle this outstanding
obligation. As of December 31, 2020, the estimated fair value of the assumed contingent tax-sharing obligations was $6.8 million.
Contingent Earn-out Liabilities
In connection with the RxDataScience acquisition, the Company recorded a contingent earn-out liability to be paid based on achievement of
revenue targets in 2022 and the renewal of a specific customer contract. The estimated fair value of the contingent earn-out liability as of
December 31, 2021 was $14.6 million and was included in other long-term liabilities in the accompanying consolidated balance sheet. For
additional information, refer to “Note 3 - Acquisitions, Divestitures, and Investments.”
In connection with an insignificant acquisition in 2021, the Company recorded a contingent earn-out liability to be paid based on achievement
of employee retention benchmarks. The estimated fair value of the contingent obligation was $3.4 million as of December 31, 2021 and was
included in accrued expenses in the accompanying consolidated balance sheet.
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18. Share-Based Compensation
Overview of Employee Share-Based Compensation Plans
The Company has two share-based compensation plans, the Syneos Health, Inc. 2018 Equity Incentive Plan (“2018 Plan”) and the Syneos
Health, Inc. 2016 Employee Stock Purchase Plan, as amended and restated (“ESPP”). In addition, the Company had the INC Research
Holdings, Inc. 2014 Equity Incentive Plan (“2014 Plan”) and the INC Research Holdings, Inc. 2010 Equity Incentive Plan (“2010 Plan”) that
were terminated effective May 24, 2018 and October 30, 2014, respectively, except as to outstanding awards. No further awards can be
issued under the 2014 Plan or 2010 Plan. The 2018 Plan was effective on May 24, 2018, and permits granting of stock options, stock
appreciation rights, restricted stock awards, restricted stock units (“RSUs”), or stock awards to employees, as well as non-employee
directors, consultants, or other personal service providers. The terms of share-based instruments granted are determined at the time of grant
and are typically subject to such conditions as continued employment, passage of time, and/or satisfaction of performance criteria. The
Company has granted stock options and RSUs, which typically vest ratably over a three-year period from the grant date. In addition, the
Company has granted performance-vesting RSUs. The Board and the Compensation and Management Development Committee have the
discretion to determine different vesting schedules. Stock options have a maximum term of ten years. The exercise price per share of stock
options may not be less than the fair market value of a share of the Company’s common stock on the date of grant.
As of December 31, 2021, the maximum number of shares reserved for issuance under the Company’s share-based compensation plans
was 15,167,325, of which 3,446,778 shares were available for future grants as of December 31, 2021. In addition, under the 2018 Plan, any
shares of the Company’s common stock that are retained by or returned to the Company under any outstanding awards that are canceled,
expired, forfeited, surrendered, settled in cash, or otherwise terminated without delivery of the shares, in each case, will prior to vesting or
exercise become available for future grants.
Employee Stock Purchase Plan
In March 2016, the Board approved the ESPP, which was also approved by the Company’s shareholders in May 2016. The ESPP was
subsequently amended and restated and approved by the Board in March 2018, and also approved by the Company’s shareholders in May
2018. The ESPP allows eligible employees to authorize payroll deductions of up to 10% of their annual base salary or wages to be applied
toward the purchase of full shares of the Company’s common stock on the last trading day of the offering period. Participating employees can
purchase shares of the Company’s common stock at a 15% discount to the lesser of the closing price of the Company’s common stock as
quoted on the Nasdaq Stock Exchange on (i) the first trading day of the offering period or (ii) the last trading day of the offering period.
Offering periods under the ESPP are six months in duration, and the first offering period began on September 1, 2016. Under the ESPP, the
Company recognized share-based compensation expense of $6.2 million, $5.8 million, and $6.5 million for the years ended December 31,
2021, 2020, and 2019, respectively. As of December 31, 2021, there were 1,594,312 shares issued and 1,905,688 shares reserved for future
issuance under the ESPP.
The fair values of ESPP offerings were determined using the Black-Scholes valuation model and the following assumptions:
Expected volatility
Risk-free interest rate
Expected term (in years)
Year Ended December 31,
2020
27.7% - 55.1%
0.13% - 0.95%
0.5
2019
39.1% - 51.9%
1.88% - 2.52%
0.5
2021
25.3% - 38.3%
0.06% - 0.07%
0.5
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Stock Option Awards
The following table sets forth the summary of stock option activity for the year ended December 31, 2021:
Outstanding as of December 31, 2020
Exercised
Forfeited
Outstanding as of December 31, 2021
Vested and expected to vest as of December 31, 2021
Exercisable as of December 31, 2021
Number
of
Options
663,559 $
(279,072)
—
384,487
384,487
384,487
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (in years)
Aggregate
Intrinsic Value
(in thousands)
(a)
30.12
33.31
—
27.81
27.81
27.81
3.26
$
$
3.26
3.26 $
28,787
28,787
28,787
(a) Represents the total pre-tax intrinsic value (i.e., the aggregate difference between the closing price of the Company’s common stock on December 31,
2021 of $102.68 and the exercise price for in-the-money options) that would have been received by the holders if all instruments had been exercised
on December 31, 2021.
As of December 31, 2021, there was no unrecognized compensation expense related to non-vested stock options.
There have been no stock options granted since 2017. The total intrinsic value of options exercised was $14.7 million, $12.7 million, and
$20.3 million for the years ended December 31, 2021, 2020, and 2019, respectively.
Restricted Stock Units Awards
The following table sets forth a summary of RSUs outstanding under the 2014 and 2018 Plans as of December 31, 2021 and changes during
the year then ended:
Non-vested as of December 31, 2020
Granted
Vested
Forfeited
Non-vested as of December 31, 2021
Time-based
Performance-based
Number of
Shares
Weighted
Average
Grant Date Fair
Value
Number of
Shares
Weighted
Average
Grant Date Fair
Value
Total Number of
Shares
1,909,882 $
939,031
(997,632)
(226,094)
1,625,187 $
51.98
76.96
48.45
64.07
66.90
461,499 $
59,055
(136,665)
(27,890)
355,999 $
48.99
75.43
46.47
58.71
60.75
2,371,381
998,086
(1,134,297)
(253,984)
1,981,186
Unrecognized compensation expense (in millions) $
Weighted average period unrecognized
compensation is expected to be recognized
62.6
$
10.7
1.9 years
1.9 years
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Time-based Awards
The weighted-average grant-date fair value of the RSUs granted during the years ended December 31, 2020 and 2019 was $62.12 and
$45.45, respectively. The total fair value of shares vested during the years ended December 31, 2021, 2020, and 2019, was $48.3 million,
$43.0 million, and $30.3 million, respectively.
Performance-Based Awards
During the years ended December 31, 2021, 2020, and 2019, the Board and Compensation and Management Development Committee
granted certain executive officers performance-based RSUs (“PRSUs”). The PRSUs are subject to the Company’s achieving certain
performance targets including revenue growth, adjusted diluted EPS growth, and return on invested capital. Compensation expense related
to PRSUs is recorded based on the estimated quantity of awards that are expected to vest. At each reporting period, management re-
assesses the probability that the performance conditions will be achieved and adjusts compensation expense to reflect any changes in the
estimated probability of vesting until the actual level of achievement of the performance targets is known.
The weighted-average grant-date fair value of the PRSUs granted during the years ended December 31, 2020 and 2019 was $62.50 and
$45.00, respectively. The total fair value of shares vested during the year ended December 31, 2021, was $6.4 million. No PRSUs were
vested or distributed in the years ended December 31, 2020 and 2019.
Share-Based Compensation Expense
Total share-based compensation expense recognized was as follows (in thousands):
Direct costs
Selling, general, and administrative expenses
Total share-based compensation expense
2021
Year Ended December 31,
2020
2019
$
$
33,220
31,984
65,204
$
$
31,347
27,144
58,491
$
$
29,011
26,182
55,193
The total income tax benefit recognized in the consolidated statements of income for share-based compensation arrangements was
approximately $13.8 million, $11.8 million, and $10.8 million for the years ended December 31, 2021, 2020, and 2019, respectively.
19. Employee Benefit Plans
Defined Contribution Retirement Plans
In the U.S., the Company offers defined contribution retirement benefit plans that comply with Section 401(a) of the Internal Revenue Code
under which it matches employee deferrals at varying percentages and at specified limits of the employee’s salary. In 2020, the Company
implemented cost management strategies, including suspending the Company match on U.S. employee 401(k) contributions for six months.
The match was resumed in the fourth quarter of 2020.
The Company’s contributions related to these defined contribution retirement plans were as follows (in thousands):
Defined contribution retirement plan contributions
$
30,932
$
15,049
$
29,834
2021
Year Ended December 31,
2020
2019
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The Company also has defined contribution retirement plans outside of the U.S. The Company’s contributions related to these plans were
approximately $23.2 million, $18.4 million, and $10.0 million for the years ended December 31, 2021, 2020, and 2019, respectively. The
Company’s contributions associated with all of its defined contribution retirement plans are recorded in direct costs and selling, general, and
administrative expenses on the accompanying consolidated statements of income.
Deferred Compensation Plan
The Company offers a Nonqualified Deferred Compensation Plan for certain employees pursuant to Section 409A of the Internal Revenue
Code (“NQDC Plan”). Under this plan, participants can defer, on a pre-tax basis, from 1.0% up to a maximum of 80.0% of salary and from
1.0% up to a maximum of 100.0% of commissions and annual bonuses. The Company does not make matching contributions into the NQDC
Plan. Distributions will be made to participants upon termination of employment or death in a lump sum, unless installments are selected.
As of December 31, 2021 and 2020, the NQDC Plan deferred compensation liabilities were $23.4 million and $22.3 million, respectively, and
are included in other long-term liabilities on the accompanying consolidated balance sheets. The assets associated with the NQDC Plan are
subject to the claims of the creditors and primarily consist of investments in mutual funds maintained in a “rabbi trust”. These investments are
classified as trading securities and are included in other long-term assets on the accompanying consolidated balance sheets.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our CEO and CFO, carried out an
evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). There are
inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their control objectives.
Based upon their evaluation, our CEO and CFO concluded that, as of December 31, 2021, our disclosure controls and procedures were
effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
141
Table of Contents
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Syneos Health, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles in the United States of America, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting might not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this
assessment, management used the framework established in the Internal Control-Integrated Framework issued in 2013 by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment and based on the criteria in the COSO
framework, management has concluded that, as of December 31, 2021, the Company’s internal control over financial reporting was effective.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 has been audited by Deloitte & Touche
LLP, an independent registered public accounting firm, as stated in their attestation report which appears herein.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Pursuant to General Instruction G(3) on Form 10-K, information required by this Item concerning our directors and corporate governance is
incorporated by reference from the sections captioned “Election of Directors” and “Corporate Governance Matters” contained in our 2022
Proxy Statement related to our Annual Meeting of Stockholders, which we intend to file with the SEC within 120 days of the end of our fiscal
year.
142
Table of Contents
We have adopted a code of business conduct and ethics relating to the conduct of our business by all of our employees, officers, and
directors, as well as a code of ethics specifically for our principal executive officer and senior financial officers. Each of these policies is
posted on our website: www.syneoshealth.com. We intend to post on our website all disclosures that are required by law or Nasdaq Stock
Market listing standards concerning any amendments to, or waivers from, any provision of our code of business conduct and ethics and our
code of ethics.
The information required by this Item concerning our executive officers is set forth at the end of Part I, Item 1, “Business” in this Annual
Report on Form 10-K under the section captioned “Information About Executive Officers.”
The information required by this Item concerning compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, if
applicable, is incorporated by reference from the section of the 2022 Proxy Statement captioned “Delinquent Section 16(a) Reports,” if any.
Item 11. Executive Compensation.
The information required by this Item is incorporated by reference to the information under the sections captioned “Executive Compensation
and Other Matters,” “Director Compensation for Fiscal Year 2021” and “Corporate Governance Matters” in the 2022 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth the indicated information as of December 31, 2021 with respect to our equity compensation plans approved by
security holders:
Plan Description
2018 Equity Incentive Plan
2016 Employee Stock Purchase Plan
2014 Equity Incentive Plan
2010 Equity Incentive Plan
2016 Omnibus Equity Incentive Plan (a)
Total
Number of
securities
to be issued
upon exercise
of outstanding
options,
warrants and
rights
—
—
121,579
152,753
110,155
384,487
$
$
$
$
$
Weighted-average
exercise price of
outstanding
options,
warrants and
rights
—
—
43.07
13.07
31.41
Number of
securities
remaining
available
for future
issuance
under equity
compensation
plans
3,446,778
1,905,688
—
—
—
5,352,466
(a) On August 1, 2017, in connection with the Merger, the Company filed a Form S-8 Registration Statement for the Double Eagle Parent, Inc. 2016 Omnibus
Equity Incentive Plan. The number of shares registered in that filing was 1,500,000. Under this plan, the Company issued replacement awards consisting of
stock options and RSUs. No further awards can be issued under the Double Eagle Plan.
143
Table of Contents
Our equity compensation plans consist of the 2018 Equity Incentive Plan, the 2016 Employee Stock Purchase Plan, the 2014 Equity
Incentive Plan, the 2010 Equity Incentive Plan, and the 2016 Omnibus Equity Incentive Plan, which were approved by our shareholders. We
do not have any equity compensation plans or arrangements that have not been approved by our shareholders.
The remaining information in response to this Item is incorporated by reference to the information under the section captioned “Security
Ownership of Certain Beneficial Owners and Management” in the 2022 Proxy Statement.
Item 13. Certain Relationships and Related Transactions and Director Independence.
The information required by this Item is incorporated by reference to the information under the section captioned “Certain Relationships and
Related Person Transactions” and “Corporate Governance Matters” in the 2022 Proxy Statement.
Item 14. Principal Accounting Fees and Services.
The information required by this Item is incorporated by reference to the information under the section captioned “Audit Committee Report” in
the 2022 Proxy Statement.
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this report:
(1) Financial Statements
PART IV
The financial statements and report of the independent registered public accounting firm are filed as part of this Annual Report (see “Index to
Consolidated Financial Statements” at Item 8).
(2) Financial Statement Schedules
The financial statements schedules are omitted because they are not applicable or the required information is shown in the consolidated
financial statements or notes thereto.
(b) Exhibits
Exhibit
Number
3.1
3.2
3.3
4.1
4.2
4.3
4.4
Exhibit Description
Certificate of Incorporation of INC Research Holdings, Inc.
Certificate of Amendment of Certificate of Incorporation of
Syneos Health, Inc.
Amended and Restated Bylaws of Syneos Health, Inc.
Specimen Certificate for Class A Common Stock.
Indenture, dated as of November 24, 2020, between Syneos
Health, Inc. and Wells Fargo Bank, National Association, as
trustee.
Form of 3.625% senior note due 2029 (included in Exhibit
4.2).
First Supplemental Indenture, dated as of November 24,
2020, between the Company, the subsidiary guarantors
named on the signature pages thereto and Wells Fargo Bank,
National Association, as trustee.
Incorporated by Reference (Unless Otherwise Indicated)
Form
8-K
8-K
File No.
001-36730
001-36730
Exhibit
3.1
3.1
Filing Date
August 1, 2017
January 8, 2018
001-36730
333-199178
001-36730
001-36730
001-36730
3.2
4.1
4.1
4.2
4.3
January 8, 2018
October 27, 2014
November 25, 2020
November 25, 2020
November 25, 2020
8-K
S-1/A
8-K
8-K
8-K
144
Table of Contents
4.5
4.6
4.7
10.1#
10.2.1#
10.2.2#
10.2.3#
10.2.4#
10.2.5#
10.3.1#
10.3.2#
10.3.3#
10.4.1#
10.5.1#
10.6.1#
10.7#
10.8#
10.9#
Second Supplemental Indenture, dated as of May 25, 2021,
among the Company, the subsidiary guarantors named on the
signature pages thereto, the other guarantors, and Wells
Fargo Bank, National Association, as trustee.
Third Supplemental Indenture, dated as of November 19,
2021, among the Company, the subsidiary guarantors named
on the signature pages thereto, the other guarantors, and
Wells Fargo Bank, National Association, as trustee.
Description of Capital Stock.
Management Incentive Plan.
Executive Service Agreement, by and between INC Research
Holding Limited and Alistair Macdonald, dated July 27, 2016.
Letter Agreement, by and between INC Research Holdings,
Inc. and Alistair Macdonald, dated July 27, 2016.
Amendment One to the Executive Service Agreement, made
as of April 1, 2017, between INC Research Holdings Limited
and Alistair Macdonald.
Amendment Two to the Executive Service Agreement, made
as of January 15, 2020, between INC Research Holding
Limited and Alistair Macdonald.
Letter Agreement between Syneos Health UK Limited and
Alistair Macdonald, dated May 3, 2019.
Executive Employment Agreement, effective April 8, 2014, by
and between INC Research, LLC and Jason Meggs.
Letter Agreement, dated March 20, 2018, by and among
Syneos Health, Inc. and Jason Meggs.
Letter Agreement, effective May 6, 2018, by and among
Syneos Health, Inc. and Jason Meggs.
Letter Agreement, dated November 13, 2018, by and among
Syneos Health, Inc. and Jonathan Olefson.
Letter Agreement, dated November 7, 2017, by and between
INC Research/inVentiv Health and Michelle Keefe.
Letter Agreement, dated August 29, 2018, by and between
Syneos Health, Inc. and Paul D. Colvin.
Letter Agreement, dated September 21, 2020, by and
between Syneos Health, Inc. and Michael Brooks.
Syneos Health, Inc. Executive Severance Plan, Adopted
September 15, 2016, amended and restated August 20,
2018.
Form of Director Indemnification Agreement
10-Q
001-36730
4.1
August 6, 2021
—
—
—
Filed herewith
10-K
10-K
8-K
8-K
8-K
001-36730
001-36730
001-36730
001-36730
001-36730
4.4
10.3
10.2
10.4
10.1
February 20, 2020
February 20, 2020
July 28, 2016
July 28, 2016
April 6, 2017
10-K
001-36730
10.4.4
February 20, 2020
10-Q
001-36730
10-Q
001-36730
10-Q
001-36730
10-Q
001-36730
10.8
10.3
10.4
10.5
April 30, 2020
May 9, 2018
May 9, 2018
May 9, 2018
10-K
001-36730
10.6
March 18, 2019
10-K
10-K
—
001-36730
001-36730
—
10.7
10.8
—
February 20, 2020
February 20, 2020
Filed herewith
10-Q
001-36730
10.1
November 6, 2018
10-Q
001-36730
10.1
August 6, 2020
145
Table of Contents
10.10#
10.11.1#
10.11.2#
10.11.3#
10.11.4#
10.11.5#
10.11.6#
10.11.7#
10.11.8#
10.11.9#
10.11.10#
10.12.1
10.12.2
10.12.3
Syneos Health, Inc. 2016 Employee Stock Purchase Plan (as
Amended and Restated).
Syneos Health, Inc. 2018 Equity Incentive Plan.
Form of Global Restricted Stock Unit Award Agreement under
Syneos Health, Inc. 2018 Equity Incentive Plan.
Form of Global Performance Restricted Stock Unit Award
Agreement under Syneos Health, Inc. 2018 Equity Incentive
Plan.
Form of Global Performance Restricted Stock Unit Award
Agreement under Syneos Health, Inc. 2018 Equity Incentive
Plan (U.S. Participants).
Form of Global Performance Restricted Stock Unit Award
Agreement under Syneos Health, Inc. 2018 Equity Incentive
Plan (Non-U.S. Participants).
Form of Global Restricted Stock Unit Award Agreement for
Directors under Syneos Health, Inc. 2018 Equity Incentive
Plan.
Form of Global Performance Restricted Stock Unit Award
Agreement under Syneos Health, Inc. 2018 Equity Incentive
Plan (U.S. Participants) (2022).
Form of Global Performance Restricted Stock Unit Award
Agreement under Syneos Health, Inc. 2018 Equity Incentive
Plan (Non-U.S. Participants) (2022).
Form of Global Restricted Stock Unit Award Agreement under
Syneos Health, Inc. 2018 Equity Incentive Plan (U.S.
Participants) (2022).
Form of Global Restricted Stock Unit Award Agreement under
Syneos Health, Inc. 2018 Equity Incentive Plan (Non-U.S.
Participants) (2022).
Credit Agreement, dated as of August 1, 2017, among INC
Research Holdings, Inc., the Administrative Borrower, other
Borrowers party thereto, the financial institution party thereto
as lenders party thereto, Credit Suisse AG, as Administrative
Agent, and each of the other parties as Joint Lead Arrangers
and Joint Bookrunners party thereto.
Amendment No. 1 to the Credit Agreement, dated as of May
4, 2018, among Syneos Health, Inc., the lenders party
thereto, Credit Suisse AG, Cayman Islands Branch, as
Administrative Agent, and each of the other parties thereto.
Amendment No.2 to the Credit Agreement, dated as of March
26, 2019, among the Company, the lenders party thereto,
JPMorgan Chase Bank N.A., as Administrative Agent, and
each of the other parties thereto.
8-K
8-K
10-K
10-K
8-K
8-K
001-36730
10.2
May 25, 2018
001-36730
001-36730
10.1
10.17.2
May 25, 2018
March 18, 2019
001-36730
10.17.3
March 18, 2019
001-36730
10.1
January 21, 2021
001-36730
10.2
January 21, 2021
10-Q
001-36730
10.1
August 6, 2021
—
—
—
—
—
—
—
—
—
Filed herewith
—
Filed herewith
—
Filed herewith
—
Filed herewith
8-K
001-36730
10.1
August 1, 2017
8-K
001-36730
10.1
May 7, 2018
8-K
001-36730
10.1
March 28, 2019
146
Table of Contents
10.12.4
10.12.5
10.12.6
10.12.7
10.13.1
10.13.2†
10.13.3
10.13.4
10.13.5†
10.13.6
Amendment No. 3 to the Credit Agreement, dated as of April
7, 2020, by and between Syneos Health, Inc. as
Administrative Borrower and JPMorgan Chase Bank, N.A., as
Administrative Agent.
Amendment No. 4 to the Credit Agreement dated as of
November 24, 2020, by and among the Borrowers, the
Lenders from time to time party thereto, and JPMorgan
Chase Bank, N.A., as administrative agent and collateral
agent for the Lenders.
Amendment No. 5 to the Credit Agreement, dated as of June
30, 2021, among the Company, the other borrowers party
thereto, the lenders party thereto, JPMorgan Chase Bank
N.A., as Administrative Agent, and each of the other parties
thereto.
Amendment No. 6 to the Credit Agreement, dated as of
December 17, 2021, among the Company, JPMorgan Chase
Bank N.A., as administrative agent and collateral agent for
the Lenders, and the other parties thereto.
Purchase and Sale Agreement dated June 29, 2018 among
various entities listed on Schedule I thereto, as originators,
INC Research, LLC, as servicer, and Syneos Health
Receivables LLC, as buyer.
First Amendment to the Purchase and Sale Agreement, dated
as of January 2, 2019, among various entities listed on
Schedule I thereto, as originators, and Syneos Health, LLC,
as servicer, and Syneos Health Receivables LLC as buyer.
Second Amendment to the Purchase and Sale Agreement,
dated as of July 25, 2019, among inVentiv Commercial
Services, LLC, each of the entities listed on the signature
pages as an Existing Originator, and Syneos Health, LLC, as
servicer, and Syneos Health Receivables LLC.
Fourth Amendment to the Purchase and Sale Agreement,
dated as of September 25, 2020, among each of the entities
listed on the signature pages as a New Originator, each of the
entities listed on the signature pages as an Existing
Originator, and Syneos Health, LLC, as servicer, and Syneos
Health Receivables LLC.
Fifth Amendment to the Purchase and Sale Agreement, dated
as of January 22, 2021, among each of the entities listed on
the signature pages hereto as an Originator, Syneos Health,
LLC, as services, and Syneos Health Receivables LLC.
Sixth Amendment to the Purchase and Sale Agreement,
dated as of October 13, 2021, among each of the entities
listed on the signature pages hereto as an Originator, Syneos
Health, LLC, as servicer, and Syneos Health Receivables
LLC.
10-Q
001-36730
10.2
April 30, 2020
8-K
001-36730
4.4
November 25, 2020
8-K
001-36730
10.1
July 1, 2021
—
—
—
Filed herewith
8-K
001-36730
10.2
June 29, 2018
10-K
001-36730
10.16.2
February 18, 2021
10-Q
001-36730
10.3
October 29, 2020
10-Q
001-36730
10.1
October 29, 2020
10-K
001-36730
10.16.5
February 18, 2021
10-Q
001-36730
10.2
November 3, 2021
147
Table of Contents
10.14.1
10.14.2
10.14.3
10.14.4
10.14.5
10.14.6
10.14.7
Receivables Financing Agreement, dated June 29, 2018
among Syneos Health Receivables, LLC, as borrower, PNC
Bank, National Association, as administrative agent, INC
Research, LLC, as initial servicer, PNC Capital Markets LLC,
as structuring agent and the additional persons from time to
time party thereto, as lenders.
First Amendment to the Receivables Financing Agreement,
dated August 1, 2018 among Syneos Health Receivables
LLC, as borrower, PNC Bank, National Association, as
administrative agent and as lender and INC Research, LLC,
as initial servicer.
Second Amendment to the Receivables Financing
Agreement, dated August 29, 2018 among Syneos Health
Receivables LLC, as borrower, PNC Bank, National
Association, as administrative agent and as lender and INC
Research, LLC, as initial servicer.
Third Amendment to the Receivables Financing Agreement,
dated October 25, 2018 among Syneos Health Receivables
LLC, as borrower, PNC Bank, National Association, as
administrative agent and as lender and INC Research, LLC,
as initial servicer.
Fourth Amendment to the Receivables Financing Agreement,
dated January 2, 2019, among Syneos Health Receivables
LLC, as borrower, PNC Bank, National Association, as
administrative agent and as lender and Syneos Health, LLC
as initial servicer.
Fifth Amendment to the Receivables Financing Agreement,
dated July 25, 2019, among Syneos Health Receivables LLC,
as borrower, PNC Bank, National Association, as
administrative agent and as lender and Syneos Health, LLC
as initial servicer.
Sixth Amendment to the Receivables Financing Agreement,
dated September 30, 2019, among Syneos Health
Receivables LLC, as borrower, PNC Bank, National
Association, as administrative agent and as lender and
Syneos Health, LLC as initial servicer.
8-K
001-36730
10.1
June 29, 2018
10-Q
001-36730
10.6
August 2, 2018
10-Q
001-36730
10.2
November 6, 2018
10-Q
001-36730
10.3
November 6, 2018
10-Q
001-36730
10.1
August 6, 2019
10-Q
001-36730
10.2
August 6, 2019
10-Q
001-36730
10.1
October 31, 2019
148
Table of Contents
10.14.8
10.14.9
10.14.10
10.14.11
10.14.12
21.1
23.1
31.1
31.2
32.1
32.2
101.INS
101.SCH
Omnibus Amendment, dated January 31, 2020, that is the
Third Amendment to the Purchase and Sale Agreement and
the Seventh Amendment to the Receivables Financing
Agreement, among Syneos Health Receivables LLC, as
borrower, PNC Bank, National Association, as administrative
agent and as lender, Syneos Health, LLC as the servicer and
as a Remaining Originator, inVentiv Health Clinical, LLC as a
released originator, and inVentiv Commercial Services, LLC
as a remaining originator.
Eighth Amendment to the Receivables Financing Agreement,
dated March 18, 2020, among Syneos Health Receivables
LLC, as borrower, Syneos Health, LLC as initial servicer, and
PNC Bank, National Association, as administrative agent and
as lender.
Ninth Amendment to the Receivables Financing Agreement,
dated as of September 25, 2020, by and among Syneos
Health Receivables LLC, as borrower, Syneos Health, LLC,
as initial servicer, and PNC Bank, National Association, as
administrative agent and as lender.
Tenth Amendment to the Receivables Financing Agreement,
dated as of January 22, 2021, by and among Syneos Health
Receivables LLC, as borrower, Syneos Health, LLC, as initial
services, Regions Bank, as a lender, and PNC Bank, National
Association, as administrative agent and as a lender.
Eleventh Amendment to the Receivables Financing
Agreement, dated as of October 13, 2021, by and among
Syneos Health Receivables LLC, as borrower, Syneos
Health, LLC, as initial servicer, Regions Bank, as lender, and
PNC Bank, National Association, as administrative agent and
as a lender.
List of Subsidiaries of the Registrant.
Consent of Deloitte & Touche LLP.
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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10-K
001-36730
10.19.8
February 20, 2020
10-Q
001-36730
10.1
April 30, 2020
10-Q
001-36730
10.2
October 29, 2020
10-K
001-36730
10.17.11
February 18, 2021
10-Q
001-36730
10.1
November 3, 2021
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Filed herewith
Filed herewith
Filed herewith
Filed herewith
Furnished herewith
Furnished herewith
Filed herewith
—
Filed herewith
149
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101.CAL
101.DEF
101.LAB
101.PRE
104
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and contained in Exhibit 101)
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# Denotes management contract or compensatory plan.
† The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby
agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
Item 16. Form 10-K Summary.
None.
150
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Syneos Health, Inc.
By: /s/ Alistair Macdonald
Name: Alistair Macdonald
Title:
Chief Executive Officer (Principal
Executive Officer) and Director
Date:
February 16, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Alistair Macdonald
Alistair Macdonald
/s/ Jason Meggs
Jason Meggs
/s/ Donna Kralowetz
Donna Kralowetz
/s/ John Dineen
John Dineen
/s/ Todd Abbrecht
Todd Abbrecht
/s/ Barbara Bodem
Barbara Bodem
/s/ Bernadette Connaughton
Bernadette Connaughton
/s/ Linda Harty
Linda Harty
/s/ William Klitgaard
William Klitgaard
/s/ Kenneth Meyers
Kenneth Meyers
/s/ Matthew Monaghan
Matthew Monaghan
/s/ David Wilkes
David Wilkes, M.D.
/s/ Alfonso Zulueta
Alfonso Zulueta
Chief Executive Officer (Principal Executive Officer) and
Director
February 16, 2022
Chief Financial Officer (Principal Financial Officer)
February 16, 2022
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
February 16, 2022
Chair of the Board and Director
February 16, 2022
Director
Director
Director
Director
Director
Director
Director
Director
Director
151
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
THIRD SUPPLEMENTAL INDENTURE
Exhibit 4.6
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 19, 2021, among each undersigned
Subsidiary (the “Guaranteeing Subsidiaries”), each a subsidiary of Syneos Health, Inc. (or its permitted successor), a Delaware corporation
(the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National
Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Original Indenture”), dated as
of November 24, 2020, a First Supplemental Indenture, dated as of November 24, 2020 (the “First Supplemental Indenture”) and a Second
Supplemental Indenture, dated as of May 25, 2021 (the “Second Supplemental Indenture” and, together with the Original Indenture, the First
Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”) providing for the issuance of 3.625% Senior Notes due
2029 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and
WHEREAS, pursuant to Section 10.01 of the First Supplemental Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:
1.
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them
in the Indenture.
2.
AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree to provide an unconditional
Guarantee on the terms and subject to the conditions set forth in the First Supplemental Indenture including but not limited to
Article 9 thereof.
3.
NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or
any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the
Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes.
4.
NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement.
6.
construction hereof.
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the
7.
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity
or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made
solely by the Guaranteeing Subsidiaries and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first
above written.
SYNEOS HEALTH, INC.
By:
/s/ Jason Meggs
Name: Jason Meggs
Title: Chief Financial Officer
STUDYKIK CORPORATION
By:
/s/ Sara Epstein
Name: Sara Epstein
Title: Director
CAERUS MARKETING GROUP, LLC
By:
/s/ Sara Epstein
Name: Sara Epstein
Title: Director
RXDATASCIENCE, INC.
By:
/s/ Sara Epstein
Name: Sara Epstein
Title: Director
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first
above written.
By:
Name: Jason Meggs
Title: Chief Financial Officer
STUDYKIK CORPORATION
By:
Name: Sara Epstein
Title: Director
CAERUS MARKETING GROUP, LLC
By:
Name: Sara Epstein
Title: Director
RXDATASCIENCE, INC.
By:
Name: Sara Epstein
Title: Director
COMPUTERSHARE TRUST COMPANY, N.A., as agent for Wells
Fargo Bank, National Association, as Trustee
By:
/s/ Karla D. Sjostrom
Name: Karla D. Sjostrom
Title: Vice President
Exhibit 10.7
September 21, 2020
Michael Brooks
[redacted]
Dear Michael,
As you know, we’re on a journey to create the industry’s leading biopharmaceutical solutions organization. To that end, on behalf
of the Board and all of us who’ve been engaged in the conversation, I’m delighted to offer you the position of Chief
Development Officer reporting to Alistair Macdonald, CEO.
We’re confident that your contributions will shape the business, drive performance and actualize our vision of Shortening the
Distance from Lab to Life. I know you’re going to find your Executive Team members a collaborative and committed set of peers.
We have discussed that you will be based out of our Morrisville, North Carolina location. This offer is contingent upon your
execution of the Syneos Health Confidentiality Agreement and Non-Solicitation Agreement, successful completion of our
background investigation that includes reference checking, drug screening, and check of educational and employment
credentials, and confirmation that you do not have any post-employment obligations to any former employer(s) or third party that
prohibits you from working for Syneos Health as Chief Development Officer after your employment start date.
Assuming favorable results from the above, and you accept our offer, your target start date will be agreed by you and Alistair
Macdonald. The Company understands and agrees that your start date is dependent on discussions with your current employer.
Your annual base salary will be $500,000.00 US Dollars (USD), less applicable taxes and withholding amounts. You will be
eligible to participate in the Syneos Health Management Incentive Plan (MIP). The MIP provides eligible employees an annual
cash incentive for achieving performance goals established annually, at the discretion of the Board of Directors. Your annual MIP
target will be 70% of your annual base salary. MIP payouts can potentially range from zero to 200% of your target.
As an additional incentive to join Syneos Health, we are pleased to provide you with a Sign-on Payment of $250,000.00. Timing
for the payment of this incentive will depend upon your start date, but it will not be paid earlier than the first pay period after April
1, 2021.
Summary of Employment Offer Key Terms
Compensation Element
Base Salary
Management Incentive Plan
Long Term Incentive Plan
Total
Sign-On Equity Grant Value
Sign-On Cash Payment
Amount
$500,000
Target is 70% of Base Salary ($350,000)
Target is 200% of Base Salary ($1,000,000) *
$1,850,000
$2,000,000**
$250,000***
*Long Term Incentive (LTI) awards are granted as part of the normal Syneos Health equity award cycle, which typically occurs in
the first quarter of each year. LTI awards are subject to annual review and approval by the Syneos Health Board of Directors and
consist of 50% Restricted Stock Units (RSUs) and 50% Performance Restricted Stock Units (PRSUs). RSUs vest equally over
three years in accordance with the terms set forth in the grant. PRSUs vest after three years based on performance against EPS
and ROIC targets established for the three-year performance period (vesting can range from 0% to 150% of PRSUs granted).
**Sign-On Equity Grant will be issued in the form of Restricted Stock Units (RSUs) and are typically awarded on the 15th day of
the month following the date of hire.
***Sign-on Cash Payment. You are required to reimburse the Company an amount equal to the Sign-On Cash Payment that you
receive (after applicable taxes and other withholdings) if you voluntarily leave the Company before the second anniversary of
your hire date. If repayment of the Sign-On Cash Payment is triggered, then you shall repay this amount to the Company in full
within thirty (30) days of your termination of employment.
Executive Severance Plan. You are eligible to participate in the Company’s Executive Severance Plan during your employment
with the Company. This Plan provides severance benefits if your employment is terminated by the Company for any reason
other than death, disability or Cause, or you resign for Good Reason (as those terms are defined by the Plan).If you are subject
to a Qualifying Termination (as defined in the Plan) prior to the second anniversary of your hire date, (i) one-half of your Sign-On
Equity Grant will become fully vested, and (ii) you will not be subject to any post-termination non-compete obligations. This
paragraph supersedes the provisions contained in the agreement(s)evidencing the grant of the Sign-On Equity Grant, provided
that the provisions of the equity award will control to the extent such provisions are more favorable to you.
Additional Sign-on Cash Payment. If you are unable to commence employment with Syneos Health due to continuing obligations
to your current employer, the amount of the Sign-on Cash Payment will be increased to reflect the base salary that you
otherwise would have received from the Company for a period of up to six month (less applicable
taxes and withholdings). This shall be calculated based on the time period between your separation from your current employer
and your hire date with the Company, excluding any time (a) that you voluntarily choose to delay your commencement of
employment with Syneos Health, or (b) that you receive continuation pay from your current employer. This additional payment
will be made to you in a lump sum (less applicable taxes and withholdings) when the remainder of the Sign-on Cash Payment is
made.
You are required to provide appropriate documentation for the completion of your new hire forms, including proof that you are
eligible to work in the United States.
Please understand it is the policy of the Company not to solicit or accept proprietary information and/or trade secrets of other
companies or third parties. If you have or have had access to trade secrets or other confidential, proprietary information from
your former employer or another third party, the use of such information in performing your duties at the Company is prohibited.
This may include, but is not limited to, confidential or proprietary information in the form of documents, magnetic media,
software, customer lists, and business plans or strategies. By signing below, you represent that you have already advised the
Company of any restrictions on your ability to work for the Company, such as any covenants not to compete or solicit with any
former employers.
We greatly look forward to having you join our Company and becoming a member of our team. However, we recognize that you
retain the option, as does the Company, of ending your employment with the Company at any time, with or without notice and
with or without cause. As such, your employment with the Company is at-will and neither this letter nor any other oral or written
representation may be considered a contract for any definite or specific period of time.
If you wish to accept this offer, please sign below and return the fully executed letter to us. You should keep one copy of this
letter for your own records. Should you have any questions about starting with the Company, please do not hesitate to contact
me or Catherine Baritell directly. We are happy to assist in making your employment transition as smooth as possible.
Congratulations and welcome to Syneos Health.
Sincerely
/s/ Lisa van Capelle
Lisa van Capelle
Chief Human Resources Officer
By:
Name: Michael Brooks
/s/ Michael Brooks
Date:24 September 2020
SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Performance Restricted Stock Unit Award Agreement
Exhibit 10.11.7
This Global Performance Restricted Stock Unit Award Agreement including any special terms and conditions for the
Participant’s country set forth in Appendix B, attached hereto (the Global Performance Restricted Stock Unit Agreement, the
Appendix B and all other appendices attached hereto, collectively, the “Agreement”), is made by and between Syneos Health,
Inc., a Delaware corporation (the “Company”), and [Participant Name] (the “Participant”), effective as of [Grant Date] (the
“Date of Grant”).
Attention: Attached to this Agreement as Appendix D is a Restrictive Covenants Agreement, which imposes
certain restrictions upon you both during and after your employment with the Company. Attached to this Agreement as
Appendix E is a Mutual Arbitration Agreement, which requires you and the Company to arbitrate on an individual basis
most disputes arising from or relating to your employment with the Company, as set forth in more detail in the Mutual
Arbitration Agreement. Your acceptance of the Restricted Stock Unit Award requires that you agree to the terms and
conditions of this Agreement, the Restrictive Covenants Agreement, and the Mutual Arbitration Agreement. It is
important that you review the terms of each of these Agreements
RECITALS
WHEREAS, the Company has adopted the Syneos Health, Inc. 2018 Equity Incentive Plan (as the same may be
amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and made a
part of this Agreement, and capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to those
terms in the Plan; and
WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant of Performance
Restricted Stock Units payable in shares of Common Stock (the “Shares”), subject to the terms and conditions set forth in the
Plan and this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties
agree as follows:
1.
2.
Grant of Performance Restricted Stock Units. The Company has granted to the Participant, effective as of the Date of
Grant, [Quantity Granted] (the “Target Award”) Performance Restricted Stock Units, on the terms and conditions set
forth in the Plan and this Agreement, subject to adjustment as set forth in Section 4.5 of the Plan (the “PRSUs”).
Vesting Eligibility of PRSUs. Subject to the terms and conditions set forth in the Plan and this Agreement, the PRSUs
will be eligible for vesting as follows:
(a)
General. Except as otherwise provided in Sections 2(b) through 2(e), the PRSUs will vest (i) to the extent the
Performance Goals are attained during the Performance Periods as set forth on Appendix A and (ii) as long as
the Participant is in Service
US-DOCS\119733922.3
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from the Date of Grant through the Service Vesting Date. The “Service Vesting Date” means (x) the date on
which the Committee determines the attainment level of the Performance Goals for the final Performance
Period, or (y) if a Qualifying Event occurs, January 1st of the year following the last Performance Period. The
Committee will, promptly after the filing of the Company’s Form 10-K (or other report publicly furnished to
the U.S. Securities and Exchange Commission (the “SEC”)) for each of the Performance Periods, review the
applicable financial data as reported in the Form 10-K (or such other applicable report) and determine
whether and to what extent the Performance Goals for each Performance Period set forth in Appendix A have
been attained. On the basis of such determined level of attainment of the Performance Goals, the Committee
shall determine the number of PRSUs that are eligible for vesting. Except as otherwise provided in Sections
2(b) through 2(e), PRSUs that do not become eligible for vesting based on the attainment of the Performance
Goals become forfeited as of the determination date applicable to the corresponding Performance Period.
Effect of Death and Termination Due to Disability. Upon the Participant’s termination of Service due to
Disability or death at any time on or prior to the last day of the last Performance Period, the Participant shall
vest in the PRSUs as follows: (i) in the event the termination of Service occurs following a completed
Performance Period, the Participant shall vest in the number of PRSUs subject to a Target Award Tranche (as
defined in Appendix A) corresponding to such completed Performance Period based on the actual
performance attainment level; (ii) in the event the termination of Service occurs during or prior to the
commencement of a Performance Period, the Participant shall vest in the number of PRSUs subject to the
Target Award Tranche corresponding to such Performance Periods. No fractional Shares shall be issued, and
any fractional Shares that would have been deemed vested based on the foregoing calculation shall be
rounded down to the next whole Share. In the event of the Participant’s death or termination of Service due to
Disability after the last day of the last Performance Period, but prior to settlement of the PRSUs, the PRSUs
shall continue to be eligible to vest in the number of PRSUs had the Participant continued in Service through
the Service Vesting Date. Any PRSUs that are not eligible to vest upon the Participant’s termination of
Service due to Disability or death in accordance with this Section 2(b) shall be forfeited as of such date.
Effect of Retirement. Upon the Participant’s Retirement after the first anniversary of the Date of Grant, but
prior to the last day of the last Performance Period, the Participant shall vest in the PRSUs as follows: (i) in
the event the Retirement occurs following a completed Performance Period, the Participant shall vest in the
number of PRSUs subject to the Target Award Tranche corresponding to such completed Performance Period
based on the actual performance attainment level; and (ii) in the event the Retirement occurs during a
Performance Period, the Participant shall vest in a number of PRSUs subject to the Pro-Rated Target Award
Tranche (defined below) corresponding to such Performance Period. The number of PRSUs that shall vest
under the Pro-Rated Target Award Tranche shall be calculated by multiplying (i) the number of PRSUs
subject to the Target Award Tranche for the applicable
(b)
(c)
US-DOCS\119733922.3
2
Performance Period by (ii) a fraction, the numerator of which shall be the number of days that have elapsed
between the first day of such Performance Period and the date of the Participant’s Retirement, and the
denominator of which shall be the number of calendar days in such Performance Period. No fractional Shares
shall be issued, and any fractional Shares that would have been deemed vested based on the foregoing
calculation shall be rounded down to the next whole Share. In the event of the Participant’s Retirement after
the last day of the last Performance Period, but prior to settlement of the PRSUs, the PRSUs shall continue to
be eligible to vest in the number of PRSUs had the Participant continued in Service through the Service
Vesting Date. For the avoidance of any doubt, the remaining PRSUs subject to the Target Award Tranches
corresponding to Performance Periods commencing following the date of the Participant’s Retirement shall
be forfeited upon the Participant’s Retirement and all of the PRSUs shall be forfeited in the event of the
Participant’s Retirement on or before the first anniversary of the Date of Grant. Any PRSUs that are not
eligible to vest upon the Participant’s Retirement in accordance with this Section 2(c) shall be forfeited. For
purposes of this Agreement, “Retirement” means a voluntary termination of Service on or after the Participant
(i) has attained age 55; and (ii) completed 10 years of continuous Service. For purposes of this Section 2(c), a
Participant’s Retirement shall not include: (i) a termination by the Company for Cause, as determined in the
sole discretion of the Company, (ii) a resignation by the Participant after being notified that the Company has
elected to terminate the Participant for Cause, (iii) a termination or resignation by the Participant during the
pendency of an investigation with respect to the Participant or while the Participant is on a performance
improvement plan, or (iv) any other circumstance upon which the Company determines in good faith the
Participant is not in good standing at the time of such termination at the sole discretion of the Company.
Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment
and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment
that applies to the PRSUs if the Participant attains the conditions set forth in this Section 2(c) being deemed
unlawful and/or discriminatory, the provisions above regarding the treatment of the PRSUs shall not be
applicable to the Participant.
(d)
Effect of a Qualifying Event. If a Qualifying Event occurs, a number of PRSUs equal to the following shall be
converted into time-based RSUs that shall vest on the Service Vesting Date, subject to the Participant’s
continued Service through such date: the sum of (i) the PRSUs subject to each completed Performance Period
prior to the date of the Qualifying Event that became eligible to vest based on the attainment level of the
applicable Performance Goals, plus (ii) the number of PRSUs subject to each Target Award Tranche for each
Performance Period that have not yet been completed as of the date of the Qualifying Event (the “Converted
Time-Based RSUs”).
As used in this Agreement, “Qualifying Event” shall mean a Change in Control or a Significant Transaction.
US-DOCS\119733922.3
3
As used in this Agreement, a “Significant Transaction” shall mean any transaction, including without
limitation a reorganization, merger or consolidation, to which the Company is a party that does not constitute
a Change in Control but with respect to which any Persons become the Beneficial Owners, directly or
indirectly, of more than forty percent (40%) of the combined voting power of the outstanding voting
securities entitled to vote generally in the election of directors (or election of members of a comparable
governing body) of the Successor Entity.
(e)
Effect of Involuntary Termination in Connection with Change in Control. The Converted Time-Based RSUs
shall immediately vest in full in the event of (A) the Participant’s Service is terminated by the Company or a
Subsidiary for any reason other than Cause, or (B) the Participant resigns for Good Reason, in each case, at
the time of, or within 6 months following, the consummation of a Change in Control (either of such events of
termination within such period, a “CIC Termination”).
As used in this Agreement, “Good Reason” shall mean the occurrence, without the Participant’s express
written consent, of any of the following events: (i) a material reduction in the Participant’s annual base salary;
(ii) a material adverse change to the Participant’s title compared to the Participant’s title immediately prior to
the Change in Control; (iii) a requirement that the Participant relocate to a principal place of employment
more than fifty (50) miles from the Participant’s assigned principle office location as of immediately prior to
the occurrence of the Change in Control; or (iv) if the Participant has an effective employment agreement,
service agreement, or other similar agreement with the Company or any Subsidiary, a material breach of such
agreement, provided, that, any event described in clauses (i), (ii), (iii) and (iv) above shall constitute Good
Reason only if the Participant provides the Company with written notice of the basis for the Participant’s
Good Reason within forty-five (45) days of the initial actions or inactions of the Company or any Subsidiary
giving rise to such Good Reason and the Company or applicable Subsidiary has not cured the identified
actions or inactions within sixty (60) days of such notice, and provided further that the Participant terminates
his or her Service within thirty (30) days following the Company’s or applicable Subsidiary’s failure to cure
within the 60-day cure period.
Any vesting acceleration contemplated under this Section 2(e) shall be subject to the limitations provided in
Section 5.5 of the Plan.
3.
Settlement of PRSUs.
(a)
Settlement in Stock. PRSUs that vest pursuant to Section 2 above will be settled by delivering to Participant a
number of Shares equal to the number of PRSUs that vest in accordance with the following schedule: (i)
within ninety (90) days following the last day of the last Performance Period in the event of a vesting event
described in Section 2(a); (ii) within sixty (60) days following the Participant’s termination of Service in the
event of a vesting event described in Section 2(b) or 2(c); (iii) in the case of a vesting event described in
Section 2(d), within ninety (90) days following the last day of the last Performance Period; (iv) within sixty
(60)
US-DOCS\119733922.3
4
(b)
(c)
(d)
(e)
days following the date of the Participant’s Termination of Service in the event of a vesting event described in
Section 2(e), in each case, subject to the provisions of Section 15(l). In any case, the Company may provide a
reasonable delay in the delivery of the Shares to address Tax-Related Items, withholding, and other
administrative matters, provided that any such delay does not result in a violation of Section 409A of the
Code. Neither the Company nor the Committee will be liable to the Participant or any other Person for
damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.
Book-Entry Registration of the Shares. The Company will deliver the Shares payable pursuant to this
Agreement within the settlement period set forth in Section 3(a) by registering such Shares with the
Company’s transfer agent (or another custodian selected by the Company) in book-entry form in the
Participant’s name.
Shareholder Rights. The Participant will not have any rights of a stockholder with respect to the Shares
subject to the PRSUs, including voting and dividend rights, unless and until the Shares are delivered as
described in Section 3(b) above.
Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company
or, if different, the Subsidiary employing or retaining the Participant (the “Employer”), the ultimate liability
for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually
withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or
the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the PRSUs, including, but not limited to, the grant or vesting of the PRSUs,
the delivery of Shares following the Vesting Date, the subsequent sale of Shares acquired pursuant to such
vesting/delivery and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and
are under no obligation to structure the terms of the grant or any aspect of the PRSUs to reduce or eliminate
the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant
is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company
and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-
Related Items in more than one jurisdiction.
Withholding Requirements. Prior to any relevant taxable or tax withholding event, as applicable, the
Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy
all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their
respective agents, at the Company’s and/or the Employer’s discretion, to satisfy the obligations with regard to
all Tax-Related Items by one or a combination of the following: (1) cash payment by the Participant to the
Company prior to the day of vesting of an amount that the Company will apply to the required withholding;
(2) withholding from the Participant’s wages or other cash compensation paid to the Participant by the
Company and/or the Employer; (3) withholding from
US-DOCS\119733922.3
5
proceeds of the sale of Shares acquired upon vesting/settlement of the PRSUs either through a voluntary sale
or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this
authorization); or (4) withholding in Shares to be issued upon settlement of the PRSUs, subject to approval by
the Committee if the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange
Act; or (5) any other method of withholding determined by the Company to be permitted under the Plan and,
to the extent required by applicable law or under the Plan, approved by the Committee. For the purposes of
alternative (4) above, any Shares withheld shall be credited for purposes of the withholding requirements at
the fair market value of the Shares on the date that the tax withholding is determined. Until such time as the
Company provides notice to the contrary, it will satisfy any withholding requirements for Tax-Related Items
pursuant to alternative (3) above; provided, however, that if such method (A) cannot be processed by the
broker or (B) the Participant is subject to the Company’s Insider Trading Compliance Policy (the “Insider
Trading Policy”), the sale of Shares pursuant to alternative (3) is prohibited under the Insider Trading Policy
and the Participant has not entered into an arrangement that is intended to comply with the requirements of
Rule 10b5-1(c)(1) of the Exchange Act and that provides for the sale of all of the Shares subject to this
Agreement, the Company will instead collect withholding for Tax-Related Items pursuant to alternative (4).
The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts
or other applicable withholding rates, including the maximum applicable rates in the Participant’s
jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld
amount in cash (with no entitlement to the equivalent amount in Common Stock) from the Company or the
Employer. In the event of under-withholding, the Participant may be required to pay any additional Tax-
Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the
obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is
deemed to have been issued the full number of Shares subject to the vested PRSUs, notwithstanding that a
number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from
the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the
Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold
or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means
previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of
Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related
Items.
In addition, to the extent that any U.S. Federal Insurance Contributions Act tax withholding obligations arise
in connection with the PRSUs prior to the applicable vesting or settlement date, the Committee shall
accelerate the payment of a portion of the award of PRSUs sufficient to satisfy (but not in excess of) such tax
US-DOCS\119733922.3
6
withholding obligations and any tax withholding obligations associated with any such accelerated payment,
and the Committee shall withhold such amounts in satisfaction of such withholding obligations pursuant to
the tax withholding method noted in alternative (4) above.
4.
5.
6.
Forfeiture. Except as provided in Sections 2(b) through 2(d), all PRSUs (whether eligible for vesting or not) will be
forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service for any
reason (whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the
Participant is employed or the terms of the Participant’s employment agreement, if any). In addition, any PRSUs for a
given Performance Period which are not eligible for vesting after determination of the attainment of the Performance
Goals for such Performance Period will be forfeited as of the date of certification by the Committee and will not carry
over to subsequent Performance Periods. Without limiting the generality of the foregoing, the PRSUs and the Shares
(and any resulting proceeds) will continue to be subject to Section 13 of the Plan.
Adjustment to PRSUs. In the event of any change with respect to the outstanding Shares contemplated by Section 4.5
of the Plan, the PRSUs may be adjusted in accordance with Section 4.5 of the Plan.
Nature of Grant. In accepting the PRSUs, the Participant acknowledges, understands and agrees that:
(a)
(b)
(c)
(d)
(e)
(f)
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; provided,
however, that the Mutual Arbitration Agreement set forth at Appendix E is a binding contract that may only
be modified, amended, suspended or terminated by further agreement of the parties;
the grant of the PRSUs is exceptional, voluntary and occasional and does not create any contractual or other
right to receive future grants of PRSUs, or benefits in lieu of PRSUs, even if PRSUs have been granted in the
past;
all decisions with respect to future PRSUs or other grants, if any, will be at the sole discretion of the
Company;
the PRSUs and the Participant’s participation in the Plan shall not create a right to employment or be
interpreted as forming an employment or services contract, nor be interpreted as amending the terms of an
existing employment or services contract, with the Company or any Subsidiary, including the Employer, if
applicable; provided, however, that the Mutual Arbitration Agreement set forth at Appendix E is a binding
contract between the parties;
the Participant is voluntarily participating in the Plan;
the PRSUs and the Shares subject to the PRSUs, and the income from and value of same, are not intended to
replace any pension rights or compensation;
US-DOCS\119733922.3
7
(g)
(h)
(i)
(j)
(k)
(l)
the PRSUs and the Shares subject to the PRSUs, and the income and value of same, are not part of normal or
expected compensation for purposes of calculating any severance, resignation, termination, redundancy,
dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or
welfare benefits or similar payments;
unless otherwise agreed with the Company, the PRSUs and the Shares subject to the PRSUs, and the income
and value of same, are not granted as consideration for, or in connection with, the service that the Participant
may provide as a director of a Subsidiary;
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
no claim or entitlement to compensation or damages shall arise from forfeiture of the PRSUs resulting from
the termination of the Participant’s Service (for any reason whatsoever whether or not later found to be
invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of
the Participant’s employment agreement, if any);
the following provision shall not apply to Participants in the state of California: In consideration of the grant
of the PRSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to release
and never to institute any claims which have arisen, occurred or existed at any time prior to the date of this
Agreement (“Claim”) against the Company or any of its Subsidiaries, and waives his or her ability, if any, to
bring any such Claim; if, notwithstanding the foregoing, any such Claim is allowed by an arbitrator or other
tribunal of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed
irrevocably to have agreed not to pursue such Claim and agrees to execute any and all documents necessary to
request dismissal or withdrawal of such Claim; and
The following provision applies if the Participant is providing services outside the United States: neither the
Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the
Participant’s local currency and the United States Dollar that may affect the value of the PRSUs or of any
amounts due to the Participant pursuant to the settlement of the PRSUs or the subsequent sale of any Shares
acquired upon settlement.
7.
8.
No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or
sale of the underlying Shares. The Participant should consult with the Participant’s own personal tax, legal and financial
advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
Restrictive Covenants. The Participant acknowledges and recognizes that during the course of Participant’s
employment with the Company or its Subsidiaries, the Participant will be
US-DOCS\119733922.3
8
given access to and become informed of Confidential Information and the Participant will be the beneficiary of the
goodwill of the Company and its Subsidiaries, and, accordingly, agrees to the provisions of the Restrictive Covenants
Agreement (“RCA”) annexed as Appendix D to this Agreement (the “Restrictive Covenants”). For the avoidance of
doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive
covenants or similar covenants between the Participant and the Company or any of its Subsidiaries, including the
Employer. If Participant breaches any non-competition, confidentiality or other restrictive covenant owed to the
Company or any of its Subsidiaries pursuant to the RCA annexed hereto or any other agreement, as determined by the
Committee in its sole discretion: (i) any unvested portion of the PRSUs held by the Participant shall be immediately
rescinded; and (ii) the Participant shall automatically forfeit any rights that the Participant may have with respect to the
PRSUs as of the date of such determination. The foregoing remedies set forth in this Section 8 shall not be the
Company’s exclusive remedies. The Company reserves all other rights and remedies available to it at law or in equity.
9.
Data Privacy Provisions Applicable to Participants Outside the European Union/European Economic Area/United
Kingdom (“EEA+”).
The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or
other form, of the Participant’s personal data as described in this Agreement and any other PRSU grant materials
by and among, as applicable, the Employer, the Company and its Subsidiaries for the purpose of implementing,
administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company and the Employer may hold certain personal information about the
Participant, including, but not limited to, the Participant’s name, home address, email address and telephone
number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company, details of all RSUs, Performance RSUs or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s
favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker
selected by the Company, or such other stock plan service provider as may be selected by the Company in the future,
which is assisting the Company with the implementation, administration and management of the Plan. The
Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections than the
Participant’s country. The Participant understands that the Participant may request a list with the names and
addresses of any potential recipients of the Data by contacting the Syneos Health, Inc. Human Resources
Department (HRSupportServicesAmerica@SyneosHealth.com). The Participant authorizes the Company, Fidelity
Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may
assist the Company (presently or in the future) with implementing, administering and managing
US-DOCS\119733922.3
9
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of
implementing, administering and managing the Participant’s participation in the Plan. The Participant understands
that Data will be held only as long as is necessary to implement, administer and manage the Participant’s
participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request
additional information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Syneos Health, Inc.
Human Resources Department (HRSupportServicesAmerica@SyneosHealth.com). Further,
the Participant
understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does
not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s Service with the
Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the
Company would not be able to grant PRSUs or other equity awards to the Participant or administer or maintain
such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may
affect the Participant’s ability to participate in the Plan. For more information on the consequences of the
Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may
contact the Syneos Health, Inc. Privacy Office (data.privacy@syneoshealth.com).
Finally, upon request by the Company or the Employer, the Participant agrees to provide an executed data privacy
consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to
obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in
compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant
understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to
provide any such consent or agreement requested by the Company and/or the Employer.
10.
Data Privacy Provisions Applicable to Participants in the EEA+.
The Company and the Employer hereby notify the Participant of the following in relation to the Participant’s Data
(as defined below) and the collection, processing and transfer in electronic or other form of such Data in relation to
the grant of PRSUs and the Participant’s participation in the Plan. The collection, processing and transfer of the
Participant’s Data is necessary for the legitimate purpose of the Company’s administration of the Plan and the
Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and
transfer of Data may affect the Participant’s participation in the Plan. As such, by participating in the Plan, the
Participant acknowledges the collection, use, processing and transfer of Data and with respect to the limited transfer
to the third party administrator Fidelity Stock Plan Services, LLC, consents to the transfer of Data as described
herein.
The Participant understands that the Company and the Employer will hold certain personal information about the
Participant to administer the Plan. This personal information may include, the Participant’s name, home address,
email address and
US-DOCS\119733922.3
10
telephone number, date of birth, passport, social insurance number or other identification number, salary,
nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs, Performance
RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in
the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Company and the Employer will transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of the Plan, and the Company and the Employer may each further
transfer Data to third parties assisting the Company or the Employer in the implementation, administration and
management of the Plan. The Participant understands that Data will be transferred to Fidelity Stock Plan Services,
LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by
the Company in the future, which is assisting the Company with the implementation, administration and
management of the Plan. The Participant understands that the recipients of the Data may be located in the United
States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws
and protections than the Participant’s country. The Participant understands that the Participant may request a list
with the names and addresses of any potential recipients of the Data by contacting the Syneos Health, Inc. Human
Resources Department (HRSupportServicesAmerica@SyneosHealth.com). For any intragroup transfers of Data
outside the EEA or the UK, the transfer will be under the European Commission’s model contracts for the transfer
of personal data to third countries (i.e., the standard contractual clauses) (the “Model Clauses”), or any equivalent
contracts issued by the relevant competent authority of the UK (as applicable), unless the data transfer is to a
country that has been determined by the European Commission or the relevant UK authorities (as applicable) to
provide an adequate level of protection for individuals’ rights and freedoms for their personal data. Please contact
the Syneos Health Privacy Office (data.privacy@syneoshealth.com) should you wish to receive a copy of the relevant
Model Clauses.
11.
Data Privacy Provisions Applicable to Participants in all Countries.
Where provided by applicable law, the Participant may have the right to exercise certain rights with respect to their
Data, which may be subject to certain limitations and exclusions. For example, these rights may include the right to
know what Data is processed, access to Data, rectification of Data, erasure of Data, restriction of processing of Data
(including, where applicable, the restriction on the sale of Data), and portability of Data. The Participant may also
have the right to object to the processing of Data, as well as to opt-out of the Plan, in any case without cost, by
contacting in writing the Syneos Health, Inc. Human Resources Department. The Participant understands, however,
that the Participant's participation in the Plan may be limited and the Company and the Employer may not be able
to grant the Participant PRSUs or other equity awards or administer or maintain such awards if the Participant
refuses to provide Data. The Participant agrees to provide full cooperation in executing data privacy consent forms,
agreements or any related documentation that the Company and/or the Employer
US-DOCS\119733922.3
11
12.
13.
14.
15.
16.
deem necessary for the purpose of administering the Plan in compliance with the data privacy laws in the
Participant’s country, either now or in the future.
When the Company and the Employer no longer need to use Data for the purposes above or do not need to retain it
for compliance with any legal or regulatory purpose, each will take reasonable steps to remove Data from their
systems and/or records containing the Data and/or take steps to properly anonymize it so that the Participant can no
longer be identified from it. Further information concerning the Company’s data retention practices can be found in
the Company’s Records Management Policy.
Language. The Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an
advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms and conditions of
this Agreement. Furthermore, if the Participant has received this Agreement or any other document related to the Plan
translated into a language other than English and if the meaning of the translated version is different than the English
version, the English version will control.
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related
to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the Company.
Imposition of Other Requirements. The Company reserves the right to impose any other requirements on the
Participant’s participation in the Plan, on the PRSUs and on any Shares acquired under the Plan, to the extent the
Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to
sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Appendix B. Notwithstanding any provisions in this Agreement, the PRSUs shall be subject to any additional terms and
conditions set forth in Appendix B for the Participant’s country. Appendix B constitutes part of this Performance
Restricted Stock Unit Agreement.
Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on the Participant’s or
the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider
trading restrictions and/or market abuse laws, which may affect the Participant’s ability to accept, acquire, sell or
otherwise dispose of Shares or rights to Shares or rights linked to the value of Shares (e.g., phantom awards, futures)
during such times as the Participant is considered to have “inside information” regarding the Company (as defined by
the laws or regulations in the applicable jurisdiction). Local insider trading laws and regulations may prohibit the
cancellation or amendment of orders the Participant places before possessing inside information. Furthermore, the
Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to
know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third
parties include fellow employees.
US-DOCS\119733922.3
12
Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be
imposed under any applicable Company insider trading policy. The Participant is responsible for complying with any
applicable restrictions and should speak with a personal legal advisor on this matter.
17.
Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or
account reporting requirements and/or exchange controls which may affect the Participant’s ability to acquire or hold
Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale
proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The
Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her
country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the
Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain
time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such
regulations, and the Participant should consult his or her personal legal advisor for any details.
18.
Miscellaneous Provisions
(a)
(b)
Securities or Exchange Control Laws Requirements. No Shares will be issued or transferred pursuant to this
Agreement unless and until all then applicable requirements imposed by U.S. or non-U.S. federal and state
securities or exchange control laws, rules and regulations and by any regulatory agencies having jurisdiction,
and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to
the issuance of Shares pursuant to this Agreement, the Company may require the Participant to take any
reasonable action to meet those requirements. The Committee may impose such conditions on any Shares
issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under
the U.S. Securities Act of 1933, as amended, under the requirements of any exchange upon which shares of
the same class are then listed and under any blue sky or other securities laws applicable to those Shares.
Non-Transferability. The PRSUs and the rights and privileges conferred thereby shall be non-transferrable
except as provided by Section 15.3 of the Plan. Any Shares delivered hereunder will be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange
upon which such shares are listed, any applicable U.S. or non-U.S. federal, state or local laws and any
agreement with, or policy of, the Company or the Committee to which the Participant is a party or subject,
and the Committee may cause orders or designations to be placed upon any certificate(s) or other document(s)
delivered to the Participant, or on the books and records of the Company’s transfer agent, to make appropriate
reference to such restrictions.
US-DOCS\119733922.3
13
(c)
(d)
(e)
(f)
(g)
(h)
(i)
No Right to Continued Service. Nothing in this Agreement or the Plan confers any right or obligation upon
the Participant or the Company, or any Subsidiary, including the Employer, to continue the Participant’s
employment with the Employer.
Notification. Any notification required by the terms of this Agreement will be given by the Participant (i) in a
writing addressed to the Company at its principal executive office and will be deemed effective upon actual
receipt when delivered by personal delivery or by registered or certified mail, with postage and fees prepaid,
or (ii) by electronic transmission to the Company’s e-mail address of the Company’s General Counsel and
will be deemed effective upon actual receipt. Any notification required by the terms of this Agreement will be
given by the Company (x) in a writing addressed to the address that the Participant most recently provided to
the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the
United States Postal Service or non-U.S. equivalent, by registered or certified mail, with postage and fees
prepaid; or (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail
address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such
transmission.
Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto
with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other
agreements, representations or understandings (whether oral or written and whether express or implied) that
relate to the subject matter of this Agreement.
Waiver. No waiver by the Company of any breach or condition of this Agreement by the Participant or any
other Participant will be deemed to be a waiver by the Company of any other or subsequent breach or
condition whether of like or different nature.
Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon,
the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal
representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and
legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and
have agreed in writing to be joined herein and be bound by the terms hereof.
Severability. Except as provided in the Mutual Arbitration Agreement, the provisions of this Agreement are
severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole
or in part, then the remaining provisions will nevertheless be binding and enforceable.
Amendment. Except as otherwise provided in the Plan or the Mutual Arbitration Agreement, this Agreement
will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.
US-DOCS\119733922.3
14
(j)
(k)
(l)
Choice of Law; Jurisdiction. Except as provided in the Mutual Arbitration Agreement, this Agreement and all
claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based
upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware,
excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction.
Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of
which will be an original, with the same effect as if the signatures to each were upon the same instrument.
IRC Section 409A. This Section 18(l) applies only to Participants who are U.S. taxpayers.
Anything in this Agreement to the contrary notwithstanding, PRSUs that are non-qualified deferred
compensation subject to Section 409A of the Code and that vest as a result of the Participant’s termination of
employment under Section 2(b), 2(c) or 2(e) hereof shall be settled within sixty (60) days following the
Participant experiences a “separation from service,” within the meaning of Section 409A of the Code
(“Separation from Service”). With respect to PRSUs that are settled as a result of the Participant’s termination
of employment under Appendix C, any such PRSUs that are non-qualified deferred compensation subject to
Section 409A, shall be settled within 60 days following the Separation from Service or Change in Control,
provided that if the Change in Control is not a “change in control event” (within the meaning of the Treasury
Regulations promulgated under Section 409A of the Code), the PRSUs shall be settled as described in
Section 3(a)(i). If the Participant is a “specified employee” within the meaning of Section 409A of the Code
as of the date of the Separation from Service (as determined in accordance with the methodology established
by the Company as in effect on the Date of Termination), any PRSUs that are non-qualified deferred
compensation that are payable upon a Separation from Service shall instead be settled on the first business
day that is after the earlier of (i) the date that is six months following the date of the Participant’s Separation
from Service or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise
required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor
provision thereto.
(m)
Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement, together
with any appendices hereto. The Participant has read and understands the terms and provisions of the Plan
and this Agreement, as well as the attached Restrictive Covenants Agreement and Mutual Arbitration
Agreement and accepts the PRSUs subject to all of the terms and conditions of the Plan and these
Agreements. In the event of a conflict between any term or provision contained in this Agreement and a term
or provision of the Plan, the applicable term and provision of the Plan will govern and prevail. The
Participant must accept this Agreement electronically pursuant to the online acceptance procedure
established by the Company within 30 days after the Agreement is presented
US-DOCS\119733922.3
15
to the Participant for review. If the Participant fails to accept the Agreement within such 30-day period,
the Company may, in its sole discretion, rescind the Award in its entirety. By electronically accepting
the Agreement, the Participant is also accepting the Restrictive Covenants Agreement and Mutual
Arbitration Agreement, and this Award is granted under and governed by the terms and conditions of
the Plan and these Agreements.
US-DOCS\119733922.3
[Signature page follows]
16
IN WITNESS WHEREOF, the Company and the Participant have executed this Global Performance Restricted Stock
Unit Award Agreement and any appendices thereto as of the date first written above.
SYNEOS HEALTH, INC.
By:
Name:
Title:
/s/ Alistair Macdonald
Alistair Macdonald
Chief Executive Officer
PARTICIPANT
[Electronic Signature]
________________________________
Participant Signature
Name: [Participant Name]
Acceptance Date: [Acceptance Date]
US-DOCS\119733922.3
Signature Page to Performance Restricted Stock Unit Award Agreement
APPENDIX A
PERFORMANCE GOALS FOR PRSU VESTING ELIGIBILITY
The vesting eligibility of the PRSUs granted pursuant to the attached Global Performance Restricted Stock Unit Award
Agreement will be determined by the Committee in accordance with the Plan and this Appendix A. The ROIC Performance Goal
and each Adjusted EPS Performance Goal shall be referred to, collectively, as the “Performance Goals”.
ROIC Performance Goal
50% of the Target Award amount granted in Section 1 above (the “ROIC Target Award Tranche”) shall be eligible to vest based
on the attainment of ROIC measured against the performance goals stated in the table below for the performance period
beginning on (and including) [ ] and ending on (and including) [ ] (the “ROIC Performance Period”):
ROIC [ ]
Percentage of ROIC Target
Award Tranche Eligible for
Vesting
0% of ROIC Target Award
Tranche
50% of ROIC Target Award
Tranche
100% of ROIC Target Award
Tranche
150% of ROIC Target Award
Tranche
Adjusted EPS Performance Goals
50% of the Target Award amount granted in Section 1 above shall be eligible to vest based on the attainment of Adjusted EPS
performance goals (the “Adjusted EPS PRSUs”), as set forth below.
The number of Adjusted EPS PRSUs that will be eligible for vesting in accordance with Section 2(a) of the Agreement shall be
equal to the sum of A + B + C, where:
A =
B =
C =
number of Adjusted EPS PRSUs subject to an Adjusted EPS Target Award Tranche (as defined below) x the [ ] EPS
Performance Attainment Factor (set forth below)
number of Adjusted EPS PRSUs subject to an Adjusted EPS Target Award Tranche x the [ ] EPS Performance
Attainment Factor (set forth below)
number of Adjusted EPS PRSUs subject to an Adjusted EPS Target Award Tranche x the [ ] EPS Performance
Attainment Factor (set forth below)
Performance Periods: With respect to the Adjusted EPS PRSUs, there will be three performance periods (each a “Adjusted EPS
Performance Period”), as described in the below table, in which
US-DOCS\119733922.3
Appendix A – Performance Restricted Stock Unit Award Agreement
one-sixth (1/6) of the Target Award amount granted in Section 1 above (a “Adjusted EPS Target Award Tranche”) will be
measured against the Performance Goals stated in the table below for such Adjusted EPS Performance Period.
Adjusted EPS
Performance Period
[ ] Performance
Period
[ ] Performance
Period
[ ] Performance
Period
Dates
Performance Goals
Units Subject to the
Performance Goal
[ ]
[ ]
[ ]
[ ] Adjusted EPS
One Adjusted EPS Target
Award Tranche
[ ] Adjusted EPS
One Adjusted EPS Target
Award Tranche
[ ] Adjusted EPS
One Adjusted EPS Target
Award Tranche
Company Adjusted EPS: One Adjusted EPS Target Award Tranche will be eligible for vesting based upon the Company’s
Adjusted EPS for each Adjusted EPS Performance Period based on the following schedules:
[ ] Adjusted EPS % of Adjusted EPS
[ ]
[ ]
[ ]
[ ]
Target
[ ]
[ ]
[ ]
[ ]
[ ] Adjusted EPS % of Adjusted EPS
[ ]
[ ]
[ ]
[ ]
Target
[ ]
[ ]
[ ]
[ ]
[ ] EPS Performance Attainment
Factor
0% of Adjusted EPS Target
Award Tranche
50% of Adjusted EPS Target
Award Tranche
100% of Adjusted EPS Target
Award Tranche
150% of Adjusted EPS Target
Award Tranche
[ ] EPS Performance Attainment
Factor
0% of Adjusted EPS Target
Award Tranche
50% of Adjusted EPS Target
Award Tranche
100% of Adjusted EPS Target
Award Tranche
150% of Adjusted EPS Target
Award Tranche
US-DOCS\119733922.3
Appendix A – Performance Restricted Stock Unit Award Agreement
[ ] Adjusted EPS % of Adjusted EPS
[ ]
[ ]
[ ]
[ ]
Target
[ ]
[ ]
[ ]
[ ]
[ ] EPS Performance Attainment
Factor
0% of Adjusted EPS Target
Award Tranche
50% of Adjusted EPS Target
Award Tranche
100% of Adjusted EPS Target
Award Tranche
150% of Adjusted EPS Target
Award Tranche
General:
Subject to the minimum threshold requirements, linear interpolation will be used based on the level of attainment of the
performance goal between vesting levels.
The Committee shall calculate and determine the level of achievement of the performance goals in its sole discretion, which shall
be final and binding on all parties to the Agreement.
All amounts used to calculate and determine the level of achievement shall be in USD, with any currency conversions being
determined by the Committee is its sole discretion.
Definitions:
“Adjusted EPS” means, for a given Adjusted EPS Performance Period, the Company’s Adjusted Diluted Earnings per share as
reported in the applicable earnings release attached as an exhibit to the Company’s Report on Form 8-K for the applicable
Adjusted EPS Performance Period.
“Performance Period” means an Adjusted EPS Performance Period or the ROIC Performance Period.
“ROIC” is defined as, with respect to the ROIC Performance Period, Non-GAAP Income from Operations calculated in a
manner consistent with the calculation of Adjusted EBITDA as reported in the earnings release attached as an exhibit to the
Company’s Report on Form 8-K with respect to the last fiscal year in the ROIC Performance Period, affected by the cash tax rate,
divided by the end of period Invested Capital. For purposes of this paragraph, “Invested Capital” is defined as the sum of Total
Debt (inclusive of finance lease obligations) as reported in the Company’s Annual Report on Form 10-K and Total Shareholders’
Equity (adjusted for cumulative Share-Based Compensation). The Committee may adjust the ROIC to account for the impact of
all (i) mergers, divestitures, and/or acquisitions completed during the ROIC Performance Period, and (ii) changes in tax policy
and/or legislation that occur during the ROIC Performance Period.
“Target Award Tranche” means any Adjusted EPS Target Award Tranche or the ROIC Target Award Tranche.
US-DOCS\119733922.3
Appendix A – Performance Restricted Stock Unit Award Agreement
APPENDIX B
SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Performance Restricted Stock Unit Award Agreement
Country-Specific Terms and Conditions
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Syneos Health, Inc.
2018 Equity Incentive Plan (the “Plan”) and the Global Performance Restricted Stock Unit Award Agreement (the “Performance
Restricted Stock Unit Agreement”). This Appendix constitutes part of the Performance Restricted Stock Unit Agreement.
Terms and Conditions
This Appendix B includes additional terms and conditions that govern the PRSUs granted to the Participant if the Participant
resides and/or works in a country listed below. If the Participant moves to another country after receiving the grant of the PRSUs,
the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the
Participant.
Notifications
This Appendix B also includes information regarding exchange controls and certain other issues of which the Participant should
be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control
and other laws in effect in the respective countries as of June 2018. Such laws are often complex and change frequently. As a
result, the Company strongly recommends that the Participant not rely on the information in this Appendix B as the only source
of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of
date at the time that the PRSUs vest or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and
the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek
appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or
working (or if the Participant is considered as such for local law purposes), the information contained herein may not be
applicable to the Participant in the same manner.
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Appendix B – Performance Restricted Stock Unit Award
Terms and Conditions
UNITED KINGDOM
Responsibility for Taxes. The following provisions supplement Section 3 of the Performance Restricted Stock Unit Agreement:
Without limitation to Section 3 of the Performance Restricted Stock Unit Award Agreement, the Participant agrees that the
Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by
the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other
relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any
Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any
other relevant authority) on the Participant’s behalf.
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section
13(k) of the Exchange Act), the immediately foregoing provision will not apply; instead, the amount of any uncollected income
tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be
payable. The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC
under the self-assessment regime and for paying the Company or the Employer (as applicable) for the value of any employee
national insurance contributions due on this additional benefit.
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Appendix B – Performance Restricted Stock Unit Award
APPENDIX C
SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Restricted Stock Unit Award Agreement
Special Provisions for Certain Executive Officers
The provisions in this Appendix C apply only to Participants in the Syneos Health, Inc.
Executive Severance Plan (as defined below).
1. Involuntary Termination in connection with Change in Control.
This provision replaces Section 2(e) of the Performance Restricted Stock Unit Agreement:
(e)
Effect of Involuntary Termination in connection with Change in Control.
The Converted Time-Based RSUs shall immediately vest in full in the event of (A) the Participant’s Service
is terminated by the Company or a Subsidiary for any reason other than Cause, or (B) the Participant resigns
for Good Reason, in each case, at the time of, or during the period commencing on the date three (3) months
prior to a Change in Control and ending twenty-four (24) months following such Change in Control (either of
such events of termination within such period, a “CIC Termination”).
(i)
(ii)
(iii)
(iv)
For purposes of this Agreement (including Section 2(d)), “Cause,” “Change in Control,” and “Good
Reason” shall have the meanings ascribed to such terms in the Syneos Health, Inc. Executive
Severance Plan, adopted September 15, 2016, as amended and restated August 20, 2018 (the
“Executive Severance Plan”).
This Section 2(e) shall be interpreted consistently with the provisions of the Executive Severance
Plan to give effect to the benefits intended to be provided under the Executive Severance Plan, to
the extent the Executive Severance Plan is applicable to the Participant. Further, the vesting
acceleration benefits provided under this Section 2(e) shall be subject to the conditions set forth in
the Executive Severance Plan, to the extent the Executive Severance Plan is applicable to the
Participant.
Any vesting acceleration provisions contemplated under this Section 2(e) shall be subject to the
limitations provided in Section 5.5 of the Plan.
Any PRSUs that vest pursuant to this Section 2(e) shall also be subject to the additional settlement
provisions and subject to the conditions set forth in the Executive Severance Plan, to the extent the
Executive Severance Plan is applicable to the Participant.
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Appendix C – Performance Restricted Stock Unit Award Agreement
APPENDIX D
RESTRICTIVE COVENANTS AGREEMENT
The Participant acknowledges and agrees that in light of the Participant’s access to Confidential Information and
Participant’s position of trust and confidence with the Company or its Subsidiaries, Participant shall be subject to the restrictive
covenants set forth herein. The Participant knows that the promises in this Restrictive Covenants Agreement (“RCA”) are an
important way for the Company and its Subsidiaries to protect their proprietary interests and understands that the terms of this
RCA are affected by the location in which the Participant is employed, as stated in Attachment A and Attachment B to this RCA.
As a condition of the grant of the PRSUs, the Participant agrees as follows:
1.
Definitions. Capitalized terms not otherwise defined in this RCA shall have the same meanings as set forth in
the Syneos Health, Inc. 2018 Equity Incentive Plan, and the Global Performance Restricted Stock Unit Award Agreement
(including the Appendix B and any other appendix attached thereto). The following terms shall have the following meanings for
the purposes of this RCA:
(a)
Subsidiaries.
“Termination Date” means the last day of the Participant’s employment by the Company or any of its
(b)
“Non-Solicit Restricted Period” means the period commencing on the Termination Date and ending twelve
(12) months after the Termination Date.
(c)
“Non-Compete Restricted Period” means the period commencing on the Termination Date and ending twelve
(12) months after the Termination Date.
(d)
“Company Customer” means a person or entity for whom the Company or any of its Subsidiaries was
providing services either at the time of, or at any time within the twelve (12) months preceding the Termination Date, and for
whom the Participant had direct contact with and/or carried out or oversaw a material business responsibility during said twelve
(12) month period or about whom the Participant had exposure to or received Confidential Information as a result of the
Participant’s employment with the Company or any of its Subsidiaries.
(e)
“Prospective Customer” means a person or entity (i) that the Participant contacted for the purpose of
soliciting business on behalf of the Company or any of its Subsidiaries during the twelve (12) months preceding the Termination
Date; or (ii) to which the Company or any of its Subsidiaries had submitted a bid or proposal for services during the twelve (12)
months preceding the Termination Date, and in which bid or proposal the Participant was involved in any material respect.
(f)
“Company Person” means any person who is an employee of or consultant to the Company or any of its
Subsidiaries as of the Termination Date.
(g)
“Company Business” means (i) developing, marketing, selling and/or providing services to pharmaceutical,
biotechnology, life sciences, medical device and medical diagnostic companies regarding: (A) the commercialization of
pharmaceuticals, biologics, medical devices
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or diagnostic products, including, but not limited to, outsourced sales and related operations, marketing, naming/branding,
advertising, public relations, medical communications and medication adherence services for the Company’s clients, (B) the
provision of clinical trials and related support services including, but not limited to, bioanalysis, biostatistics, data management,
feasibility studies, global safety and pharmacovigilance, laboratory operations, medical writing, project management, protocol
and case report form design, quality assurance, regulatory affairs and consulting, medical oversight, risk management, site and
patient recruitment, site management, strategic planning, study monitoring and late stage services for the Company’s clients, (C)
the staffing of clinical trial and/or clinical research and development personnel for the Company’s clients, and (D) the provision
of consulting services including, but not limited to, brand management, business development, clinical development, commercial
strategy and organizational design, product launch planning, medical affairs, pricing and market access and risk evaluation and
mitigation strategy for the Company’s clients; and (ii) any other business that the Company and its Subsidiaries engage in, or that
the Company and its Subsidiaries have developed definitive plans to engage in, as of the Termination Date.
(h)
“Restricted Area” means the following geographical areas: (i) any city, metropolitan area, county (or similar
political subdivision in foreign countries) in which the Participant personally provided material services on behalf of the
Company during the twelve (12) months prior to the Termination Date; (ii) within a 60-mile radius of the location(s) where the
Participant had an office during the twelve (12) months prior to the Termination Date; (iii) within a 60 mile radius of Raleigh,
North Carolina; and (iv) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which the
Company or any of its Subsidiaries is located or does or did business, during the twelve (12) months prior to the Termination
Date.
(i)
“Confidential Information” means without limitation, any confidential or proprietary information or materials
of the Company or its Subsidiaries, whether of a technical, business, or other nature, including information and materials which
relate to operations, processes, products, promotional material, developments, patent applications, formulas, sponsor or client
lists, manufacturing processes, trade secrets, basic scientific data, data systems, employment policies, formulation information,
budgets, bids, proposals, study protocols, coding devices, and any other confidential data or proprietary information in
connection with the Company, its Subsidiaries or their business affairs, including but not limited to any information relating to
the operation of the Company’s and/or its Subsidiaries’ business which the Company or its Subsidiaries may from time to time
designate as confidential or proprietary or that Participant reasonably knows should be, or has been, treated by the Company
and/or its Subsidiaries as confidential or proprietary. Confidential Information encompasses all formats in which information is
preserved, whether electronic, print or in any other form, including all originals, copies, notes or other reproductions or replicas
thereof. Any trade secrets of the Company or its Subsidiaries will be entitled to all of the protections and benefits under any
applicable trade secrets law, whether statutory or common law, including but not limited to the Delaware Uniform Trade Secrets
Act, Del. Code Ann. tit. 6, §§ 2001–2009, the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. §§ 66-152 et seq.,
the Massachusetts Uniform Trade Secrets Act, M.G.L. ch. 93, §§ 42 to 42G, and the California Uniform Trade Secrets Act, Cal.
Civ. Code §§ 3426 et seq. If any information that the Company deems to be a trade secret is found by a court of competent
jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential Information for purposes of
this RCA.
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Notwithstanding the foregoing, the term “Confidential Information” shall not include information which (i) is already
known to the Participant prior to its disclosure to the Participant by the Company; (ii) is or becomes generally available to the
public through no wrongful act of any person; (iii) is at the time of disclosure part of the public knowledge or literature through
no wrongful action by the Participant; or (iv) is received by the Participant from a third party without restriction and without any
wrongful conduct on the part of such third party relating to such disclosure. The Participant acknowledges and agrees that the
Confidential Information he/she obtains or becomes aware of as a result of his/her employment with the Company or any of its
Subsidiaries is not generally known or available to the general public, but has been developed, compiled or acquired by the
Company at its great effort and expense and that the Participant is required to protect and not disclose such information.
(j)
“Subsidiary” or “Subsidiaries” means any corporation, partnership, limited liability company, joint venture,
association, public or private limited company or other business entity at least 50% of the outstanding voting stock or voting
interests of which is at the time owned or controlled, directly or indirectly, by the Company.
2.
Non-Solicitation of Customers and Employees. The Participant agrees that during the Participant’s
employment with the Company or any of its Subsidiaries and during the Non-Solicit Restricted Period, the Participant will not,
on the Participant’s own behalf, nor as an officer, director, stockholder, partner, associate, employee, owner, executive, consultant
or otherwise on behalf of any person, firm, partnership, corporation, or other entity:
(a)
solicit, induce, influence or attempt to solicit, induce or influence any Company Customer to (i) cease doing
business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the
Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company
and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any
other person or business that is Competitive with the Company;
(b)
solicit, induce, influence or attempt to solicit, induce or influence any Prospective Customer to (i) cease
doing business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the
Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company
and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any
other person or business that is Competitive with the Company;
(c)
provide or sell any products or services competitive with those offered by the Company and/or its
Subsidiaries to any Company Customer;
(d)
provide or sell any products or services competitive with those offered by the Company and/or its
Subsidiaries to any Prospective Customer;
(e)
interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, that
the Company and/or its Subsidiaries have with any sponsor, supplier, vendor, distributor, lessor, lessee, licensor or business
partner that transacts business with the Company and/or its Subsidiaries;
US-DOCS\119733922.3
D-3
(f)
solicit, induce, encourage, entice or attempt to solicit, induce, encourage or entice any Company Person to
terminate or alter his or her employment or engagement with the Company or any of its Subsidiaries; or
(g)
employ or hire as an officer, director, employee, agent, consultant or independent contractor any Company
Person.
3.
Non-Competition.
(a)
The Participant agrees that, during the Participant’s employment with the Company or any of its Subsidiaries,
and during the Non-Compete Restricted Period, the Participant will not, within the Restricted Area, for the Participant’s own
behalf or for any other person or entity, own, manage, operate or participate in the ownership, management, operation or control
of, or be employed by or provide services to, any person, business or entity which competes with the Company Business if
Participant would:
(i)
have responsibilities or perform services that are entirely or substantially similar to the
responsibilities or services that the Participant had or provided at the time of, or at any time within the twelve (12)
months preceding the Termination Date;
(ii)
be involved in creating, developing, modifying, accessing, utilizing or relying upon confidential
information that is similar or relevant to that Confidential Information to which Participant created, developed,
modified, accessed, utilized or relied upon during the Participant’s employment with the Company or any of its
Subsidiaries; or
(iii)
use, disclose, or engage in activity in which the Participant would be reasonably expected to use or
disclose any Confidential Information.
(b)
Notwithstanding the foregoing, the Participant’s ownership, directly or indirectly, of not more than one
percent (1%) 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 this Section.
4.
Business Opportunities. The Participant, while he or she is employed by the Company and its Subsidiaries,
agrees to offer or otherwise make known or available to the Company or any Subsidiary, as directed by the Company and without
additional compensation or consideration, any business prospects, contracts or other business opportunities that he or she may
discover, find, develop or otherwise have available to him or her in any field in which the Company or any of its Subsidiaries is
engaged, and further agrees that any such prospects, contracts or other business opportunities shall be the property of the
Company.
5.
Confidentiality.
(a)
The Participant acknowledges that during his or her employment with the Company, he or she has and will
necessarily become informed of, and have access to, the Confidential Information of the Company, and that the Confidential
Information, even though it may be contributed, developed or acquired in whole or in part by the Participant is the Company’s
exclusive property to be held by the Participant in trust and solely for the Company’s benefit.
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D-4
Accordingly, except as required by law, the Participant shall not, at any time, either during or subsequent to his or her
employment, as applicable, use, reveal, report, publish, copy, transcribe, transfer or otherwise disclose to any person, corporation
or other entity, any of the Confidential Information without the prior written consent of the Company, except to responsible
officers and employees of the Company and its Subsidiaries and other responsible persons who are in a contractual or fiduciary
relationship with the Company or one of its Subsidiaries and except for information that legally and legitimately is or becomes of
general public knowledge from authorized sources other than the Participant.
(b)
This RCA shall not prevent Participant from (i) reporting, without prior approval from the Company,
possible violations of federal securities laws or regulations to any governmental agency or entity, including but not limited to, the
Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other
disclosures that are protected under the whistleblower provisions of federal law or regulation; (ii) filing a charge of
discrimination with the Equal Employment Opportunity Commission; (iii) cooperating with the Equal Employment Opportunity
Commission in an investigation of alleged discrimination; (iv) revealing evidence of criminal wrongdoing to law enforcement;
(v) testifying in any cause of action when required to do so by law, or (vi) divulging Confidential Information pursuant to an
order of court or agency of competent jurisdiction. However, with respect to (v) and (vi) only, Participant must promptly inform
the Company of any such situations and shall take such reasonable steps to prevent disclosure of the Company’s Confidential
Information until the Company has been informed of such requested disclosure and the Company has had an opportunity to
respond to the court or agency.
Further, 18 U.S.C. § 1833(b) states: “An individual shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a
suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is
made under seal.” Accordingly, the parties to this RCA have the right to disclose in confidence trade secrets to federal, state,
and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law.
The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing
is made under seal and protected from public disclosure. Nothing in this RCA is intended to conflict with 18 U.S.C. § 1833(b) or
create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C.§ 1833(b).
6.
Prior Restrictive Covenants. The restrictive covenants contained in this RCA are in addition to, and not in lieu
of, any other restrictive covenants between the Participant and the Company or any of its Subsidiaries. For the avoidance of
doubt, any and all of the Participant’s restrictive covenants agreed to prior to entering into this RCA (“Prior Restrictive
Covenants”) will survive and supersede the restrictive covenants set forth in this RCA to the extent that any Prior Restrictive
Covenant is for a longer period of time or is more restrictive in scope or location than the restrictive covenants set forth in this
RCA. A breach of any such Prior Restrictive Covenant will also constitute a breach of this RCA.
US-DOCS\119733922.3
D-5
7.
Injunctive Relief and Tolling. Participant acknowledges and agrees that if Participant breaches any of the
provisions of Sections 2 through 6 hereof, it will cause irreparable damage to the Company and/or its Subsidiaries for which
monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company
shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a
restraining order or an injunction to preserve or restore the status quo pending arbitration under the Mutual Arbitration
Agreement, and will additionally be entitled to an award of attorneys’ fees incurred in connection with securing any relief
hereunder. Such right to equitable or extraordinary relief shall not be exclusive but shall be in addition to all other rights and
remedies to which the Company may be entitled at law or in equity, including, without limitation, the right to recover monetary
damages for the breach by Participant of any of the provisions of this RCA. Further, Participant understands that if Participant
breaches any of the provisions in Sections 2 through 6 of this RCA, the applicable restricted period will be extended for a period
of time equal to the period of time Participant spent in breach of this RCA. If the Company is required to seek injunctive relief
from such breach, then the applicable restricted period shall be extended for a period of time equal to the pendency of such
proceedings, including all appeals.
8.
Termination. Participant may terminate the employment relationship for any reason at any time upon giving
the Company thirty (30) days prior written notice, as applicable law permits. In the case of a termination by the Company other
than a termination for Cause (as defined in the Plan), the Company will provide thirty (30) days prior written notice of
termination, as applicable law permits. In each case, the Company may, in its discretion, relieve the Participant of some or all of
his/her duties during all or a part of such notice period. Subject to the forgoing notice obligation, the Participant’s employment
with the Company shall remain at will, as applicable law permits.
9.
Return of Company Property. By no later than the Termination Date, the Participant shall promptly deliver to
the Company all property and possessions of the Company and its Subsidiaries, including all drawings, manuals, letters, notes,
notebooks, reports, copies, deliverables containing Confidential Information and all other materials relating to the Company and
any of its Subsidiaries’ business that are in the Participant’s possession or control.
10.
Governing Law, Forum. Except as provided in any Mutual Arbitration Agreement, this RCA and all
disputes, claims or controversies arising out of or related to this RCA, shall be governed (i) for U.S. Participants, by the laws of
the State of Delaware without regard for reference to any choice or conflict of law principles of any jurisdiction. The parties
agree that any proceeding seeking temporary or preliminary injunctive relief to preserve or restore the status quo pending
arbitration of any disputes, claims or controversies arising out of or related to this RCA shall be brought exclusively in the state
or federal courts in the State of Delaware, and the Participant voluntarily submits to the exclusive jurisdiction over the
Participant’s person by a court of competent jurisdiction located within the State of Delaware. The parties hereby irrevocably
waive any objection they may now or hereafter have to the laying of venue of any such proceeding in the State of Delaware, and
further irrevocably waive any claim they may now or hereafter have that any such proceeding brought in said court(s) has been
brought in an inconvenient forum. (ii) for Participants employed outside of the U.S, by the laws of the country in which
Participant is employed without regard for reference to any choice or conflict of law principles of any
US-DOCS\119733922.3
D-6
jurisdiction, and the parties agree that any action or proceeding with respect to this RCA or the Participant’s employment with the
Company shall be brought exclusively in the courts in the country in which the Participant is employed.
11.
Amendment, Modification or Waiver. This RCA may not be changed orally, and no provision of this RCA
may be amended or modified unless such amendment or modification is in writing, signed by the Participant and by a duly
authorized officer of the Company. No act or failure to act by the Company will waive any right, condition or provision contained
herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.
12.
Severability. In case any one or more of the provisions contained in this RCA shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other
provisions of this RCA, but this RCA shall be construed as if such invalid, illegal, or other unenforceable provision had never
been contained herein. If, moreover, any one or more of the provisions contained in this RCA shall for any reason be held to be
excessively broad as to duration, geographical scope or subject, it shall be construed by limiting it and reducing it so as to be
enforceable to the extent compatible with applicable law as it shall then appear.
13.
Miscellaneous.
(a)
The Participant’s and the Company’s obligations hereunder shall continue in full force and effect in the event
that the Participant’s job title, responsibilities, work location or other conditions of his/her employment with the Company change
subsequent to the execution of the RCA, without the need to execute a new RCA.
(b)
Participant agrees to provide a copy of Sections 1 through 6 of this RCA to any subsequent employers or
prospective employers during the applicable period of restriction (including but not limited to the Non-Solicit Restricted Period
and the Non-Compete Restricted Period). The Participant specifically authorizes the Company to notify any subsequent
employers or prospective employers of the Participant of the restrictions on the Participant contained in this RCA and of any
concerns the Company may have about actual or possible conduct by the Participant that may be in breach of this RCA. The
Participant agrees to promptly notify the Company of any offers to perform services, any engagements to provide services, and/or
actual work of any kind, whether as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint
venturer, investor, lender, or in any other capacity whatsoever during the period of his/her employment by the Company or any of
its Subsidiaries and during the Non-Solicit Restricted Period and the Non-Compete Restricted Period. Such notice must be
provided prior to the commencement of any such services or work.
(c)
The rights and remedies of the parties under this RCA are cumulative (not alternative) and in addition to all
other rights and remedies available to such parties at law, in equity, by contract or otherwise.
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D-7
(d)
The obligations in this RCA shall survive Participant’s termination of employment with the Company or a
Subsidiary and the assignment of this RCA by the Company to any successor in interest or other assignee.
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Attachment A to RCA
California Law Modifications
This Attachment A modifies certain terms of the RCA while Participant is providing services to the Company, if
Participant is based in California. If, at any time, Participant is relocated by the Company, to another state outside of
California, the unmodified terms of the RCA will apply and this Attachment A will no longer apply. Similarly if Participant is
originally based in a state outside of California, but the Company relocates Participant to California, the modified terms of this
Attachment A will apply, as set forth below. For purposes of this RCA, Participant may only be employed in one state at any
given time and any travel required by Participant’s role will not affect the Company’s determination of where Participant is
based.
Section 2 shall be deleted and replaced as follows:
2. Non-Solicitation of Employees. The Participant agrees that during the Participant’s employment with the Company
or any of its Subsidiaries and during the Non-Solicit Restricted Period, the Participant will not, on the Participant’s own behalf,
nor as an officer, director, stockholder, partner, associate, employee, owner, executive, consultant or otherwise on behalf of any
person, firm, partnership, corporation, or other entity, solicit, induce, encourage, entice or attempt to solicit, induce, encourage or
entice any Company Person to terminate or alter his or her employment or engagement with the Company or any Subsidiaries or
to accept employment or engagement with any other person or entity.
Section 3(a) shall be deleted and replaced as follows:
(a) During Participant’s employment with the Company or any of its Subsidiaries, Participant shall not, directly or
indirectly, either alone or in conjunction with any person, firm, association, company, corporation or other entity own, manage,
operate or participate in the ownership, management, operation or control of, or be employed by or provide services to, any
person, business or entity which is competitive with the Company Business if Participant would: (i) have responsibilities that are
entirely or substantially similar to the responsibilities Participant has, or had held, at any time during Participant’s employment
with the Company or any of its Subsidiaries; or (ii) be involved in creating, developing, modifying, accessing, utilizing or relying
upon confidential information that is similar or relevant to that Confidential Information to which Participant created, developed,
modified, accessed, utilized or relied upon during Participant’s employment with the Company or any of its Subsidiaries.
Section 10 shall be deleted and replaced as follows:
10.
Governing Law
This RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed by and
construed in accordance with the laws of the state of California, without giving effect to any choice of law or conflict of law
provision or rule (whether of California or any other jurisdiction) that would cause the application of the law of any
jurisdiction other than the State of California. Participant agrees that venue for any proceeding seeking temporary or preliminary
injunctive relief to preserve or restore the status quo pending arbitration of any
US-DOCS\119733922.3
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disputes, claims or controversies arising out of or related to this RCA is proper in the federal or state courts of Orange County,
California and that these courts shall have exclusive jurisdiction over any such proceeding and Participant specifically consents to
personal jurisdiction in such court(s), even if Participant does not reside in Orange County at the time of the dispute. Participant
hereby irrevocably waives any objection Participant may now or hereafter have to the laying of venue of any such proceeding in
the State of California, and further irrevocably waives any claim Participant may now or hereafter have that any such proceeding
brought in said court(s) has been brought in an inconvenient forum.
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Attachment B to RCA
This Attachment B modifies certain terms of the RCA while Participant is providing services to the Company, if
Participant is based in Massachusetts. If, at any time, Participant is relocated by the Company, to another state outside of
Massachusetts, the unmodified terms of the RCA will apply and this Attachment B will no longer apply. Similarly if Participant
is originally based in a state outside of Massachusetts, but the Company relocates Participant to Massachusetts, the modified
terms of this Attachment B will apply, as set forth below. For purposes of this RCA, Participant may only be employed in one
state at any given time and any travel required by Participant’s role will not affect the Company’s determination of where
Participant is based.
Section 1(c) of the RCA shall be deleted and replaced as follows:
(c) “Non-Compete Restricted Period” means the period commencing on the Termination Date and ending twelve (12)
months after the Termination Date, provided that the Participant’s employment with the Company was due to the Participant’s
voluntary separation from employment with the Company or the involuntary termination of the Participant’s employment by the
Company for cause; provided, however, that in the event that the Company files an action to enforce rights arising out of this
RCA, the Non-Compete Restricted Period shall be extended for all periods in which the Participant is determined by the Court to
have been in violation of the Participant’s obligations under this RCA or any other fiduciary obligation owed to the Company.
Section 3 of the RCA shall be amended to include the following:
(c) If, prior to October 1, 2018, the Participant entered into an agreement with the Company containing non-
competition and/or non-solicitation covenants, the Participant hereby reaffirms that the Participant is subject to, and bound by, the
pre- and post-termination non-competition and non-solicitation covenants set forth in those agreements.
Section 10 shall be deleted and replaced as follows:
10.
Governing Law
This RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or
conflict of law provision or rule (whether of Massachusetts or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than the Commonwealth of Massachusetts. Participant agrees that venue for any proceeding seeking
temporary or preliminary injunctive relief to preserve or restore the status quo pending arbitration of any disputes, claims or
controversies arising out of or related to this RCA is proper in the federal or state courts in the county within Massachusetts
where the Participant resides or the Suffolk County Business Litigation Session, and that these courts shall have exclusive
jurisdiction over any such proceeding and Participant specifically consents to personal jurisdiction in such court(s), even if
Participant does not reside in Suffolk County at the time of the dispute. Participant hereby irrevocably waives any objection
Participant may now or hereafter have to the laying of venue of any such proceeding in the Commonwealth of Massachusetts,
and further irrevocably waives any claim Participant may now or hereafter have that any such proceeding brought in said
court(s) has been brought in an inconvenient forum.
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Section 13 of the RCA shall be amended to include the following:
(e)
Participant has the right to consult with legal counsel prior to entering into this RCA.
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APPENDIX E
MUTUAL ARBITRATION AGREEMENT
This Mutual Arbitration Agreement (“Agreement”) sets forth the terms of the agreement between Syneos Health, Inc. and the
Participant (the “Parties”) regarding an alternative approach for resolving employment-related disputes.
1. Mutual Arbitration Agreement
a.
Except as described in Section 3, titled “Claims Not Covered by this Agreement,” all disputes, claims,
complaints, or controversies (“Claims”) that Participant has now, or at any time in the future may have,
against the Company and/or any of its parents, subsidiaries, affiliates, predecessors, successors, assigns,
current, former, or future officers, directors, employees, and/or those acting as an agent of the Company
(which make up the definition of the “Company” for purposes of this Agreement), or that the Company has
now or at any time in the future may have against Participant (“Covered Claims”), arising out of and/or
related to Participant’s application for employment with the Company, employment with the Company,
and/or the termination of Participant’s employment with the Company will be resolved by arbitration and
NOT by a court or jury.
Claims that the Parties agree to arbitrate include, but are not limited to, the following:
•
•
•
•
•
claims for breach of contract, tort claims, and claims for wrongful discharge;
discrimination and/or harassment claims, retaliation claims, and claims for failure to accommodate;
claims for overtime, wages, leaves, paid time off, sick days, compensation, penalties or restitution, or
any other form of remuneration or pay;
all claims for violation of a federal, state, or local statute or ordinance creating employment rights
including but not limited to claims under the Fair Labor Standards Act (“FLSA”), Title VII of the Civil
Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Worker
Adjustment and Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Americans
With Disabilities Act (“ADA”), and the Family and Medical Leave Act (“FMLA”); and
any other claim under any federal, state, or local statute, constitution, regulation, rule, ordinance, or
common law, arising out of and/or related to your application for employment with the Company, your
employment with the Company, and/or the termination of your employment with the Company.
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THE PARTIES HEREBY FOREVER WAIVE AND GIVE UP THE RIGHT TO HAVE A JUDGE OR A JURY
DECIDE ANY COVERED CLAIMS. Either party to this Agreement may make application to a court for
temporary or preliminary injunctive relief in aid of arbitration or for the maintenance of the status quo pending
arbitration.
2. Class, Collective, and Representative Action Waiver:
a. Waiver of Class, Collective, and Representative Actions: To the maximum extent permitted by applicable law,
the parties agree that no Covered Claims may be initiated or maintained on a class action, collective action, or
representative action basis either in court or arbitration. In California, however, this waiver does not extend to
representative claims brought pursuant to California’s Private Attorney General Act (“PAGA”). This means
that neither party may serve or participate as a class, collective, or representative action member or
representative, or receive any recovery from a class, collective, or representative action involving Covered
Claims either in court or in arbitration. In addition, neither Participant nor the Company may participate as a
plaintiff or claimant in a class, collective, or representative action to the extent that the action asserts Covered
Claims against Participant or the Company. Nothing in this Agreement will preclude Participant or the
Company from testifying or providing information in a class action, collective action or representative
action. Claims brought pursuant to the PAGA will be litigated in Court, not arbitration.
b. Court to Decide Enforceability of the Waiver: A court of competent jurisdiction, not an arbitrator, must
resolve issues concerning the enforceability or validity of the class action, collective action, or representative
action waiver set forth above.
c. No Prohibition On Filings Or Communications With Government Agencies: Nothing in this Agreement shall
prohibit Participant from filing a charge, complaint or claim, or communicating or cooperating with,
providing information to, or participating in an investigation by the U.S. Equal Employment Opportunity
Commission, the National Labor Relations Board, the U.S. Department of Labor, the Occupational Safety
and Health Administration, or any other federal, state or local administrative agency. To the extend a Covered
Claim is not fully and finally resolved before the agency, it is subject to arbitration under this Agreement
rather than any proceeding in court.
3. Claims Not Covered by this Agreement. The following claims shall not be covered by this Agreement:
a. Claims for workers’ compensation benefits (provided that claims for workers’ compensation retaliation
remain Covered Claims);
b.
Claims for unemployment compensation benefits;
c. Claims for any relief asserted under or governed by the Employee Retirement Income Security Act of 1974
(“ERISA”); resolution of such claims will be governed by the terms of the applicable plan and applicable
law;
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d. Claims that are subject to the exclusive jurisdiction of the National Labor Relations Board;
e. Claims brought with the California Division of Labor Standards Enforcement while pending with the agency;
f.
Claims brought pursuant to California’s Private Attorney General Act (“PAGA”); and
g. Any claim that is expressly precluded from inclusion in this Arbitration Agreement by a governing federal
statute.
4. Arbitration Procedures
a.
The parties will use the Judicial Arbitration and Mediation Services (“JAMS”), subject to the JAMS
Employment Arbitration Rules and Procedures and the JAMS Policy on Employment Arbitration Minimum
Standards of Procedural Fairness (“JAMS Arbitration Rules”), or any successor rules, available at
www.jamsadr.com or a copy will be provided upon request from Human Resources, unless those rules and/or
procedures conflict with any express term of this Agreement, in which case this Agreement is controlling. To
the extent JAMS is unavailable to process the arbitration, any successor arbitration forum will be used or, if
there is no successor forum, the parties will select an alternative arbitrator or forum or one will be appointed
by a court, and the arbitration will proceed under the rules most applicable to employment claims, except to
the extent that such rules conflict with this Agreement, in which case this Agreement is controlling.
To initiate an arbitration with JAMS, complete a Demand for Arbitration Form, available at:
www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf. Please follow the instructions
contained in the Demand for Arbitration Form and submit your completed Demand for Arbitration Form,
along with a form showing that you served the Demand for Arbitration (“Proof of Service”), the entire
contract containing the arbitration clause, and the requisite filing fee, to your local JAMS Resolution
Center. JAMS Resolution Centers can be found on the JAMS website at: www.jamsadr.com/locations/
b. No arbitration under this Agreement shall be subject to the JAMS Class Action Procedures.
c.
The arbitration will be heard by a single arbitrator at a location within 50 miles of where Participant worked
for the Company in the U.S. at the time the claim arose, unless both parties agree otherwise. In the event
Participant is a field-based employee, or works primarily from their residence, the residence at the time the
claim arose shall be considered the work location for purposes of determining the location of the
arbitration. In the event Participant is working for the Company
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outside of the U.S. on temporary assignment or is otherwise located outside the U.S. when the claim arises,
Participant agrees that the arbitration will take place in North Carolina.
d. Any Party shall have the right to file a motion to dismiss and/or a motion for summary judgment, which the
arbitrator shall have the authority and obligation to decide by application of the Federal Rules of Civil
Procedure governing such motions.
e.
f.
The arbitrator is authorized to award any party the full remedies that would be available to such party if the
Covered Claim had been filed in court, including attorneys’ fees and costs. Thus, for example, Participant
shall be entitled to recover attorney’s fees and costs in any arbitration in which Participant asserts and
prevails on any statutory claims to the same extent as Participant could in court.
The arbitrator shall issue a final and binding written award, subject to review on the grounds set forth in the
Federal Arbitration Act (“FAA”). No award or decision by the arbitrator shall have any preclusive effect on
issues or claims in any other arbitration or court proceeding, unless all of the parties in the other proceeding
were also named parties in the arbitration in which the award or decision was issued.
5. Arbitration Fees and Costs
a.
b.
In the event Participant files a claim under this Agreement, Participant will pay the arbitration provider’s
employee-designated filing fee, or the normal filing fee in the state or federal court in which the dispute
arose, whichever is lowest, and the Company will pay any amount of the JAMS fee in excess of that amount.
The Company will pay any other JAMS administrative fees, the arbitrator’s fees, and any additional fees
charged by the arbitral forum.
6. Other Provisions:
a.
Time Limitation for Commencing Arbitration: The same statute of limitations (the maximum time that parties
have to initiate legal proceedings from the date a claim arises) that would have applied if the Covered Claim
was filed in court will apply to any Covered Claim. Arbitration is to be commenced consistent with the
JAMS arbitration rules and procedures, as applicable.
b. Agreement Survives Termination of Employment: This Agreement will survive the termination of
Participant’s employment with the Company. This Agreement supersedes any prior agreement between the
parties regarding the subject matter of dispute resolution of Covered Claims.
c.
Construction and Severability:
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i.
Except as expressly provided elsewhere in this Agreement, any issue concerning the validity or
enforceability of this Agreement, and any issue concerning the arbitrability of a particular issue or
claim pursuant to this Agreement, must be resolved by the arbitrator, not the court. A court, not an
arbitrator, must resolve issues concerning the enforceability or validity of the class action,
collective action, or representative action waivers set forth above.
ii. Except at stated below, if any part or provision of this Agreement is found to be void, voidable, or
otherwise unenforceable, that part or provision shall be severed and such a finding will not affect
the validity of the remainder of the Agreement, and all other parts and provisions remain in full
force and effect. To the extent any claims (or portions of claims) are found to be required to
proceed in court, all other Covered Claims (or portions of such claims), shall still be required to be
arbitrated.
iii.
If any portion of the class action, collective action, or representative action waiver above is found to
be void, voidable, or otherwise unenforceable, then the portion of the waiver found void or
unenforceable shall be severed from this Agreement, and all other parts and provisions shall remain
in full force and effect. In such a case, the claims (or portions of claims) found to be able to proceed
on a class action, collective action, or representative action basis shall proceed in court and not in
arbitration.
d. Governing Law: This Agreement is governed by the FAA and, to the extent not inconsistent with or
preempted by the FAA, by the laws of the state in which Participant last worked for the Company without
regard to choice or conflicts of law rules. The Company’s business, Participant’s employment with the
Company, and this Agreement affect interstate commerce. The arbitrator is obligated to follow and apply the
law applicable to any Covered Claims, and does not have the authority to enlarge upon or add to, subtract
from or disregard, or otherwise alter the Parties’ rights under such laws.
7. Acknowledgements: By accepting the terms of this Agreement, Participant acknowledges and represent that:
a.
b.
c.
d.
Participant has carefully read this Agreement, understand the terms of this Agreement, and is entering into this
Agreement voluntarily;
Participant is not relying on any promises or representations by the Company except those contained in this
Agreement;
Participant is giving up the right to have Covered Claims decided by a court, judge or jury;
Participant remains employed “at will,” and for no definite period of time;
US-DOCS\119733922.3
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e.
f.
g.
These obligations are binding both upon Participant and Participant’s assigns, executors, administrators and legal
representatives;
Participant has been given a reasonable period of time in which to consider this Agreement; and
Participant has been given the opportunity to discuss this Agreement with Participant’s own attorney or advisor
if Participant wished to do so.
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SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Performance Restricted Stock Unit Award Agreement
Exhibit 10.11.8
This Global Performance Restricted Stock Unit Award Agreement including any special terms and conditions for the
Participant’s country set forth in Appendix B, attached hereto (the Global Performance Restricted Stock Unit Agreement, the
Appendix B and all other appendices attached hereto, collectively, the “Agreement”), is made by and between Syneos Health,
Inc., a Delaware corporation (the “Company”), and [Participant Name] (the “Participant”), effective as of [Grant Date] (the
“Date of Grant”).
Attention: Attached to this Agreement as Appendix D is a Restrictive Covenants Agreement, which imposes
certain restrictions upon you both during and after your employment with the Company. Your acceptance of the
Restricted Stock Unit Award requires that you agree to the terms and conditions of this Agreement and the Restrictive
Covenants Agreement. It is important that you review the terms of each of these Agreements
RECITALS
WHEREAS, the Company has adopted the Syneos Health, Inc. 2018 Equity Incentive Plan (as the same may be
amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and made a
part of this Agreement, and capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to those
terms in the Plan; and
WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant of Performance
Restricted Stock Units payable in shares of Common Stock (the “Shares”), subject to the terms and conditions set forth in the
Plan and this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties
agree as follows:
1.
2.
Grant of Performance Restricted Stock Units. The Company has granted to the Participant, effective as of the Date of
Grant, [Quantity Granted] (the “Target Award”) Performance Restricted Stock Units, on the terms and conditions set
forth in the Plan and this Agreement, subject to adjustment as set forth in Section 4.5 of the Plan (the “PRSUs”).
Vesting Eligibility of PRSUs. Subject to the terms and conditions set forth in the Plan and this Agreement, the PRSUs
will be eligible for vesting as follows:
(a)
General. Except as otherwise provided in Sections 2(b) through 2(e), the PRSUs will vest (i) to the extent the
Performance Goals are attained during the Performance Periods as set forth on Appendix A and (ii) as long as
the Participant is in Service from the Date of Grant through the Service Vesting Date. The “Service Vesting
Date” means (x) the date on which the Committee determines the attainment level of the Performance Goals
for the final Performance Period, or (y) if a Qualifying
US-DOCS\119733922.3
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(b)
(c)
Event occurs, January 1st of the year following the last Performance Period. The Committee will, promptly
after the filing of the Company’s Form 10-K (or other report publicly furnished to the U.S. Securities and
Exchange Commission (the “SEC”)) for each of the Performance Periods, review the applicable financial data
as reported in the Form 10-K (or such other applicable report) and determine whether and to what extent the
Performance Goals for each Performance Period set forth in Appendix A have been attained. On the basis of
such determined level of attainment of the Performance Goals, the Committee shall determine the number of
PRSUs that are eligible for vesting. Except as otherwise provided in Sections 2(b) through 2(e), PRSUs that
do not become eligible for vesting based on the attainment of the Performance Goals become forfeited as of
the determination date applicable to the corresponding Performance Period.
Effect of Death and Termination Due to Disability. Upon the Participant’s termination of Service due to
Disability or death at any time on or prior to the last day of the last Performance Period, the Participant shall
vest in the PRSUs as follows: (i) in the event the termination of Service occurs following a completed
Performance Period, the Participant shall vest in the number of PRSUs subject to a Target Award Tranche (as
defined in Appendix A) corresponding to such completed Performance Period based on the actual
performance attainment level; (ii) in the event the termination of Service occurs during or prior to the
commencement of a Performance Period, the Participant shall vest in the number of PRSUs subject to the
Target Award Tranche corresponding to such Performance Periods. No fractional Shares shall be issued, and
any fractional Shares that would have been deemed vested based on the foregoing calculation shall be
rounded down to the next whole Share. In the event of the Participant’s death or termination of Service due to
Disability after the last day of the last Performance Period, but prior to settlement of the PRSUs, the PRSUs
shall continue to be eligible to vest in the number of PRSUs had the Participant continued in Service through
the Service Vesting Date. Any PRSUs that are not eligible to vest upon the Participant’s termination of
Service due to Disability or death in accordance with this Section 2(b) shall be forfeited as of such date.
Effect of Retirement. Upon the Participant’s Retirement after the first anniversary of the Date of Grant, but
prior to the last day of the last Performance Period, the Participant shall vest in the PRSUs as follows: (i) in
the event the Retirement occurs following a completed Performance Period, the Participant shall vest in the
number of PRSUs subject to the Target Award Tranche corresponding to such completed Performance Period
based on the actual performance attainment level; and (ii) in the event the Retirement occurs during a
Performance Period, the Participant shall vest in a number of PRSUs subject to the Pro-Rated Target Award
Tranche (defined below) corresponding to such Performance Period. The number of PRSUs that shall vest
under the Pro-Rated Target Award Tranche shall be calculated by multiplying (i) the number of PRSUs
subject to the Target Award Tranche for the applicable Performance Period by (ii) a fraction, the numerator of
which shall be the number of days that have elapsed between the first day of such Performance Period and the
date of the Participant’s Retirement, and the denominator of which shall be the
US-DOCS\119733922.3
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number of calendar days in such Performance Period. No fractional Shares shall be issued, and any fractional
Shares that would have been deemed vested based on the foregoing calculation shall be rounded down to the
next whole Share. In the event of the Participant’s Retirement after the last day of the last Performance
Period, but prior to settlement of the PRSUs, the PRSUs shall continue to be eligible to vest in the number of
PRSUs had the Participant continued in Service through the Service Vesting Date. For the avoidance of
any doubt, the remaining PRSUs subject to the Target Award Tranches corresponding to Performance Periods
commencing following the date of the Participant’s Retirement shall be forfeited upon the Participant’s
Retirement and all of the PRSUs shall be forfeited in the event of the Participant’s Retirement on or before
the first anniversary of the Date of Grant. Any PRSUs that are not eligible to vest upon the Participant’s
Retirement in accordance with this Section 2(c) shall be forfeited. For purposes of this Agreement,
“Retirement” means a voluntary termination of Service on or after the Participant (i) has attained age 55; and
(ii) completed 10 years of continuous Service. For purposes of this Section 2(c), a Participant’s Retirement
shall not include: (i) a termination by the Company for Cause, as determined in the sole discretion of the
Company, (ii) a resignation by the Participant after being notified that the Company has elected to terminate
the Participant for Cause, (iii) a termination or resignation by the Participant during the pendency of an
investigation with respect to the Participant or while the Participant is on a performance improvement plan, or
(iv) any other circumstance upon which the Company determines in good faith the Participant is not in good
standing at the time of such termination at the sole discretion of the Company.
Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment
and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment
that applies to the PRSUs if the Participant attains the conditions set forth in this Section 2(c) being deemed
unlawful and/or discriminatory, the provisions above regarding the treatment of the PRSUs shall not be
applicable to the Participant.
(d)
Effect of a Qualifying Event. If a Qualifying Event occurs, a number of PRSUs equal to the following shall be
converted into time-based RSUs that shall vest on the Service Vesting Date, subject to the Participant’s
continued Service through such date: the sum of (i) the PRSUs subject to each completed Performance Period
prior to the date of the Qualifying Event that became eligible to vest based on the attainment level of the
applicable Performance Goals, plus (ii) the number of PRSUs subject to each Target Award Tranche for each
Performance Period that have not yet been completed as of the date of the Qualifying Event (the “Converted
Time-Based RSUs”).
As used in this Agreement, “Qualifying Event” shall mean a Change in Control or a Significant Transaction.
As used in this Agreement, a “Significant Transaction” shall mean any transaction, including without
limitation a reorganization, merger or consolidation, to which the
US-DOCS\119733922.3
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Company is a party that does not constitute a Change in Control but with respect to which any Persons
become the Beneficial Owners, directly or indirectly, of more than forty percent (40%) of the combined
voting power of the outstanding voting securities entitled to vote generally in the election of directors (or
election of members of a comparable governing body) of the Successor Entity.
(e)
Effect of Involuntary Termination in Connection with Change in Control. The Converted Time-Based RSUs
shall immediately vest in full in the event of (A) the Participant’s Service is terminated by the Company or a
Subsidiary for any reason other than Cause, or (B) the Participant resigns for Good Reason, in each case, at
the time of, or within 6 months following, the consummation of a Change in Control (either of such events of
termination within such period, a “CIC Termination”).
As used in this Agreement, “Good Reason” shall mean the occurrence, without the Participant’s express
written consent, of any of the following events: (i) a material reduction in the Participant’s annual base salary;
(ii) a material adverse change to the Participant’s title compared to the Participant’s title immediately prior to
the Change in Control; (iii) a requirement that the Participant relocate to a principal place of employment
more than fifty (50) miles from the Participant’s assigned principle office location as of immediately prior to
the occurrence of the Change in Control; or (iv) if the Participant has an effective employment agreement,
service agreement, or other similar agreement with the Company or any Subsidiary, a material breach of such
agreement, provided, that, any event described in clauses (i), (ii), (iii) and (iv) above shall constitute Good
Reason only if the Participant provides the Company with written notice of the basis for the Participant’s
Good Reason within forty-five (45) days of the initial actions or inactions of the Company or any Subsidiary
giving rise to such Good Reason and the Company or applicable Subsidiary has not cured the identified
actions or inactions within sixty (60) days of such notice, and provided further that the Participant terminates
his or her Service within thirty (30) days following the Company’s or applicable Subsidiary’s failure to cure
within the 60-day cure period.
Any vesting acceleration contemplated under this Section 2(e) shall be subject to the limitations provided in
Section 5.5 of the Plan.
3.
Settlement of PRSUs.
(a)
Settlement in Stock. PRSUs that vest pursuant to Section 2 above will be settled by delivering to Participant a
number of Shares equal to the number of PRSUs that vest in accordance with the following schedule: (i)
within ninety (90) days following the last day of the last Performance Period in the event of a vesting event
described in Section 2(a); (ii) within sixty (60) days following the Participant’s termination of Service in the
event of a vesting event described in Section 2(b) or 2(c); (iii) in the case of a vesting event described in
Section 2(d), within ninety (90) days following the last day of the last Performance Period; (iv) within sixty
(60) days following the date of the Participant’s Termination of Service in the event of a vesting event
described in Section 2(e), in each case, subject to the provisions of
US-DOCS\119733922.3
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(b)
(c)
(d)
(e)
Section 15(l). In any case, the Company may provide a reasonable delay in the delivery of the Shares to
address Tax-Related Items, withholding, and other administrative matters, provided that any such delay does
not result in a violation of Section 409A of the Code. Neither the Company nor the Committee will be liable
to the Participant or any other Person for damages relating to any delays in issuing the Shares or any mistakes
or errors in the issuance of the Shares.
Book-Entry Registration of the Shares. The Company will deliver the Shares payable pursuant to this
Agreement within the settlement period set forth in Section 3(a) by registering such Shares with the
Company’s transfer agent (or another custodian selected by the Company) in book-entry form in the
Participant’s name.
Shareholder Rights. The Participant will not have any rights of a stockholder with respect to the Shares
subject to the PRSUs, including voting and dividend rights, unless and until the Shares are delivered as
described in Section 3(b) above.
Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company
or, if different, the Subsidiary employing or retaining the Participant (the “Employer”), the ultimate liability
for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually
withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or
the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the PRSUs, including, but not limited to, the grant or vesting of the PRSUs,
the delivery of Shares following the Vesting Date, the subsequent sale of Shares acquired pursuant to such
vesting/delivery and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and
are under no obligation to structure the terms of the grant or any aspect of the PRSUs to reduce or eliminate
the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant
is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company
and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-
Related Items in more than one jurisdiction.
Withholding Requirements. Prior to any relevant taxable or tax withholding event, as applicable, the
Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy
all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their
respective agents, at the Company’s and/or the Employer’s discretion, to satisfy the obligations with regard to
all Tax-Related Items by one or a combination of the following: (1) cash payment by the Participant to the
Company prior to the day of vesting of an amount that the Company will apply to the required withholding;
(2) withholding from the Participant’s wages or other cash compensation paid to the Participant by the
Company and/or the Employer; (3) withholding from proceeds of the sale of Shares acquired upon
vesting/settlement of the PRSUs either through a voluntary sale or through a mandatory sale arranged by the
Company (on
US-DOCS\119733922.3
5
the Participant’s behalf pursuant to this authorization); or (4) withholding in Shares to be issued upon
settlement of the PRSUs, subject to approval by the Committee if the Participant is subject to the short-swing
profit rules of Section 16(b) of the Exchange Act; or (5) any other method of withholding determined by the
Company to be permitted under the Plan and, to the extent required by applicable law or under the Plan,
approved by the Committee. For the purposes of alternative (4) above, any Shares withheld shall be credited
for purposes of the withholding requirements at the fair market value of the Shares on the date that the tax
withholding is determined. Until such time as the Company provides notice to the contrary, it will satisfy any
withholding requirements for Tax-Related Items pursuant to alternative (3) above; provided, however, that if
such method (A) cannot be processed by the broker or (B) the Participant is subject to the Company’s Insider
Trading Compliance Policy (the “Insider Trading Policy”), the sale of Shares pursuant to alternative (3) is
prohibited under the Insider Trading Policy and the Participant has not entered into an arrangement that is
intended to comply with the requirements of Rule 10b5-1(c)(1) of the Exchange Act and that provides for the
sale of all of the Shares subject to this Agreement, the Company will instead collect withholding for Tax-
Related Items pursuant to alternative (4).
The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts
or other applicable withholding rates, including the maximum applicable rates in the Participant’s
jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld
amount in cash (with no entitlement to the equivalent amount in Common Stock) from the Company or the
Employer. In the event of under-withholding, the Participant may be required to pay any additional Tax-
Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the
obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is
deemed to have been issued the full number of Shares subject to the vested PRSUs, notwithstanding that a
number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from
the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the
Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold
or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means
previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of
Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related
Items.
In addition, to the extent that any U.S. Federal Insurance Contributions Act tax withholding obligations arise
in connection with the PRSUs prior to the applicable vesting or settlement date, the Committee shall
accelerate the payment of a portion of the award of PRSUs sufficient to satisfy (but not in excess of) such tax
withholding obligations and any tax withholding obligations associated with any such accelerated payment,
and the Committee shall withhold such amounts in
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6
satisfaction of such withholding obligations pursuant to the tax withholding method noted in alternative (4)
above.
4.
5.
6.
Forfeiture. Except as provided in Sections 2(b) through 2(d), all PRSUs (whether eligible for vesting or not) will be
forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service for any
reason (whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the
Participant is employed or the terms of the Participant’s employment agreement, if any). In addition, any PRSUs for a
given Performance Period which are not eligible for vesting after determination of the attainment of the Performance
Goals for such Performance Period will be forfeited as of the date of certification by the Committee and will not carry
over to subsequent Performance Periods. Without limiting the generality of the foregoing, the PRSUs and the Shares
(and any resulting proceeds) will continue to be subject to Section 13 of the Plan.
Adjustment to PRSUs. In the event of any change with respect to the outstanding Shares contemplated by Section 4.5
of the Plan, the PRSUs may be adjusted in accordance with Section 4.5 of the Plan.
Nature of Grant. In accepting the PRSUs, the Participant acknowledges, understands and agrees that:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
the grant of the PRSUs is exceptional, voluntary and occasional and does not create any contractual or other
right to receive future grants of PRSUs, or benefits in lieu of PRSUs, even if PRSUs have been granted in the
past;
all decisions with respect to future PRSUs or other grants, if any, will be at the sole discretion of the
Company;
the PRSUs and the Participant’s participation in the Plan shall not create a right to employment or be
interpreted as forming an employment or services contract, nor be interpreted as amending the terms of an
existing employment or services contract, with the Company or any Subsidiary, including the Employer, if
applicable;
the Participant is voluntarily participating in the Plan;
the PRSUs and the Shares subject to the PRSUs, and the income from and value of same, are not intended to
replace any pension rights or compensation;
the PRSUs and the Shares subject to the PRSUs, and the income and value of same, are not part of normal or
expected compensation for purposes of calculating any severance, resignation, termination, redundancy,
dismissal, end-of-service
US-DOCS\119733922.3
7
(h)
(i)
(j)
(k)
(l)
payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar
payments;
unless otherwise agreed with the Company, the PRSUs and the Shares subject to the PRSUs, and the income
and value of same, are not granted as consideration for, or in connection with, the service that the Participant
may provide as a director of a Subsidiary;
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
no claim or entitlement to compensation or damages shall arise from forfeiture of the PRSUs resulting from
the termination of the Participant’s Service (for any reason whatsoever whether or not later found to be
invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of
the Participant’s employment agreement, if any);
the following provision shall not apply to Participants in the state of California: In consideration of the grant
of the PRSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to release
and never to institute any claims which have arisen, occurred or existed at any time prior to the date of this
Agreement (“Claim”) against the Company or any of its Subsidiaries, and waives his or her ability, if any, to
bring any such Claim; if, notwithstanding the foregoing, any such Claim is allowed by an arbitrator or other
tribunal of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed
irrevocably to have agreed not to pursue such Claim and agrees to execute any and all documents necessary to
request dismissal or withdrawal of such Claim; and
The following provision applies if the Participant is providing services outside the United States: neither the
Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the
Participant’s local currency and the United States Dollar that may affect the value of the PRSUs or of any
amounts due to the Participant pursuant to the settlement of the PRSUs or the subsequent sale of any Shares
acquired upon settlement.
7.
8.
No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or
sale of the underlying Shares. The Participant should consult with the Participant’s own personal tax, legal and financial
advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
Restrictive Covenants. The Participant acknowledges and recognizes that during the course of Participant’s
employment with the Company or its Subsidiaries, the Participant will be given access to and become informed of
Confidential Information and the Participant will be the beneficiary of the goodwill of the Company and its
Subsidiaries, and, accordingly, agrees to the provisions of the Restrictive Covenants Agreement (“RCA”) annexed as
US-DOCS\119733922.3
8
Appendix D to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants
contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants
between the Participant and the Company or any of its Subsidiaries, including the Employer. If Participant breaches any
non-competition, confidentiality or other restrictive covenant owed to the Company or any of its Subsidiaries pursuant
to the RCA annexed hereto or any other agreement, as determined by the Committee in its sole discretion: (i) any
unvested portion of the PRSUs held by the Participant shall be immediately rescinded; and (ii) the Participant shall
automatically forfeit any rights that the Participant may have with respect to the PRSUs as of the date of such
determination. The foregoing remedies set forth in this Section 8 shall not be the Company’s exclusive remedies. The
Company reserves all other rights and remedies available to it at law or in equity.
9.
Data Privacy Provisions Applicable to Participants Outside the European Union/European Economic Area/United
Kingdom (“EEA+”).
The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or
other form, of the Participant’s personal data as described in this Agreement and any other PRSU grant materials
by and among, as applicable, the Employer, the Company and its Subsidiaries for the purpose of implementing,
administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company and the Employer may hold certain personal information about the
Participant, including, but not limited to, the Participant’s name, home address, email address and telephone
number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company, details of all RSUs, Performance RSUs or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s
favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker
selected by the Company, or such other stock plan service provider as may be selected by the Company in the future,
which is assisting the Company with the implementation, administration and management of the Plan. The
Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections than the
Participant’s country. The Participant understands that the Participant may request a list with the names and
addresses of any potential recipients of the Data by contacting the Syneos Health, Inc.Human Resources
Department (HRSupportServicesAmerica@SyneosHealth.com). The Participant authorizes the Company, Fidelity
Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may
assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing,
administering and managing the Participant’s participation in the Plan. The Participant understands that Data will
be held only as long
US-DOCS\119733922.3
9
in writing
as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant
understands that the Participant may, at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting
the Syneos Health, Inc. Human Resources Department
(HRSupportServicesAmerica@SyneosHealth.com). Further, the Participant understands that the Participant is
providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant
later seeks to revoke the Participant’s consent, the Participant’s Service with the Employer will not be affected; the
only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to
grant PRSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the
Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to
participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or
withdrawal of consent, the Participant understands that the Participant may contact the Syneos Health, Inc. Privacy
Office (data.privacy@syneoshealth.com).
Finally, upon request by the Company or the Employer, the Participant agrees to provide an executed data privacy
consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to
obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in
compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant
understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to
provide any such consent or agreement requested by the Company and/or the Employer.
10.
Data Privacy Provisions Applicable to Participants in the EEA+.
The Company and the Employer hereby notify the Participant of the following in relation to the Participant’s Data
(as defined below) and the collection, processing and transfer in electronic or other form of such Data in relation to
the grant of PRSUs and the Participant’s participation in the Plan. The collection, processing and transfer of the
Participant’s Data is necessary for the legitimate purpose of the Company’s administration of the Plan and the
Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and
transfer of Data may affect the Participant’s participation in the Plan. As such, by participating in the Plan, the
Participant acknowledges the collection, use, processing and transfer of Data and with respect to the limited transfer
to the third party administrator Fidelity Stock Plan Services, LLC, consents to the transfer of Data as described
herein.
The Participant understands that the Company and the Employer will hold certain personal information about the
Participant to administer the Plan. This personal information may include, the Participant’s name, home address,
email address and telephone number, date of birth, passport, social insurance number or other identification
number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs,
Performance RSUs or any other entitlement
US-DOCS\119733922.3
10
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”),
for the exclusive purpose of implementing, administering and managing the Plan.
The Company and the Employer will transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of the Plan, and the Company and the Employer may each further
transfer Data to third parties assisting the Company or the Employer in the implementation, administration and
management of the Plan. The Participant understands that Data will be transferred to Fidelity Stock Plan Services,
LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by
the Company in the future, which is assisting the Company with the implementation, administration and
management of the Plan. The Participant understands that the recipients of the Data may be located in the United
States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws
and protections than the Participant’s country. The Participant understands that the Participant may request a list
with the names and addresses of any potential recipients of the Data by contacting the Syneos Health, Inc. Human
Resources Department (HRSupportServicesAmerica@SyneosHealth.com). For any intragroup transfers of Data
outside the EEA or the UK, the transfer will be under the European Commission’s model contracts for the transfer
of personal data to third countries (i.e., the standard contractual clauses) (the “Model Clauses”), or any equivalent
contracts issued by the relevant competent authority of the UK (as applicable), unless the data transfer is to a
country that has been determined by the European Commission or the relevant UK authorities (as applicable) to
provide an adequate level of protection for individuals’ rights and freedoms for their personal data. Please contact
the Syneos Health Privacy Office (data.privacy@syneoshealth.com) should you wish to receive a copy of the relevant
Model Clauses.
11.
Data Privacy Provisions Applicable to Participants in all Countries.
Where provided by applicable law, the Participant may have the right to exercise certain rights with respect to their
Data, which may be subject to certain limitations and exclusions. For example, these rights may include the right to
know what Data is processed, access to Data, rectification of Data, erasure of Data, restriction of processing of Data
(including, where applicable, the restriction on the sale of Data), and portability of Data. The Participant may also
have the right to object to the processing of Data, as well as to opt-out of the Plan, in any case without cost, by
contacting in writing the Syneos Health, Inc. Human Resources Department. The Participant understands, however,
that the Participant's participation in the Plan may be limited and the Company and the Employer may not be able
to grant the Participant PRSUs or other equity awards or administer or maintain such awards if the Participant
refuses to provide Data. The Participant agrees to provide full cooperation in executing data privacy consent forms,
agreements or any related documentation that the Company and/or the Employer deem necessary for the purpose of
administering the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the
future.
US-DOCS\119733922.3
11
12.
13.
14.
15.
16.
When the Company and the Employer no longer need to use Data for the purposes above or do not need to retain it
for compliance with any legal or regulatory purpose, each will take reasonable steps to remove Data from their
systems and/or records containing the Data and/or take steps to properly anonymize it so that the Participant can no
longer be identified from it. Further information concerning the Company’s data retention practices can be found in
the Company’s Records Management Policy.
Language. The Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an
advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms and conditions of
this Agreement. Furthermore, if the Participant has received this Agreement or any other document related to the Plan
translated into a language other than English and if the meaning of the translated version is different than the English
version, the English version will control.
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related
to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the Company.
Imposition of Other Requirements. The Company reserves the right to impose any other requirements on the
Participant’s participation in the Plan, on the PRSUs and on any Shares acquired under the Plan, to the extent the
Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to
sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Appendix B. Notwithstanding any provisions in this Agreement, the PRSUs shall be subject to any additional terms and
conditions set forth in Appendix B for the Participant’s country. Appendix B constitutes part of this Performance
Restricted Stock Unit Agreement.
Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on the Participant’s or
the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider
trading restrictions and/or market abuse laws, which may affect the Participant’s ability to accept, acquire, sell or
otherwise dispose of Shares or rights to Shares or rights linked to the value of Shares (e.g., phantom awards, futures)
during such times as the Participant is considered to have “inside information” regarding the Company (as defined by
the laws or regulations in the applicable jurisdiction). Local insider trading laws and regulations may prohibit the
cancellation or amendment of orders the Participant places before possessing inside information. Furthermore, the
Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to
know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third
parties include fellow employees.
Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be
imposed under any applicable Company insider trading policy. The
US-DOCS\119733922.3
12
Participant is responsible for complying with any applicable restrictions and should speak with a personal legal advisor
on this matter.
17.
Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or
account reporting requirements and/or exchange controls which may affect the Participant’s ability to acquire or hold
Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale
proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The
Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her
country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the
Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain
time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such
regulations, and the Participant should consult his or her personal legal advisor for any details.
18.
Miscellaneous Provisions
(a)
(b)
Securities or Exchange Control Laws Requirements. No Shares will be issued or transferred pursuant to this
Agreement unless and until all then applicable requirements imposed by U.S. or non-U.S. federal and state
securities or exchange control laws, rules and regulations and by any regulatory agencies having jurisdiction,
and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to
the issuance of Shares pursuant to this Agreement, the Company may require the Participant to take any
reasonable action to meet those requirements. The Committee may impose such conditions on any Shares
issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under
the U.S. Securities Act of 1933, as amended, under the requirements of any exchange upon which shares of
the same class are then listed and under any blue sky or other securities laws applicable to those Shares.
Non-Transferability. The PRSUs and the rights and privileges conferred thereby shall be non-transferrable
except as provided by Section 15.3 of the Plan. Any Shares delivered hereunder will be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange
upon which such shares are listed, any applicable U.S. or non-U.S. federal, state or local laws and any
agreement with, or policy of, the Company or the Committee to which the Participant is a party or subject,
and the Committee may cause orders or designations to be placed upon any certificate(s) or other document(s)
delivered to the Participant, or on the books and records of the Company’s transfer agent, to make appropriate
reference to such restrictions.
(c)
No Right to Continued Service. Nothing in this Agreement or the Plan confers any right or obligation upon
the Participant or the Company, or any Subsidiary,
US-DOCS\119733922.3
13
(d)
(e)
(f)
(g)
(h)
(i)
(j)
including the Employer, to continue the Participant’s employment with the Employer.
Notification. Any notification required by the terms of this Agreement will be given by the Participant (i) in a
writing addressed to the Company at its principal executive office and will be deemed effective upon actual
receipt when delivered by personal delivery or by registered or certified mail, with postage and fees prepaid,
or (ii) by electronic transmission to the Company’s e-mail address of the Company’s General Counsel and
will be deemed effective upon actual receipt. Any notification required by the terms of this Agreement will be
given by the Company (x) in a writing addressed to the address that the Participant most recently provided to
the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the
United States Postal Service or non-U.S. equivalent, by registered or certified mail, with postage and fees
prepaid; or (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail
address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such
transmission.
Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto
with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other
agreements, representations or understandings (whether oral or written and whether express or implied) that
relate to the subject matter of this Agreement.
Waiver. No waiver by the Company of any breach or condition of this Agreement by the Participant or any
other Participant will be deemed to be a waiver by the Company of any other or subsequent breach or
condition whether of like or different nature.
Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon,
the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal
representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and
legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and
have agreed in writing to be joined herein and be bound by the terms hereof.
Severability. The provisions of this Agreement are severable, and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will
nevertheless be binding and enforceable.
Amendment. This Agreement will not be amended unless the amendment is agreed to in writing by both the
Participant and the Company.
Choice of Law; Jurisdiction. This Agreement and all claims, causes of action or proceedings (whether in
contract, in tort, at law or otherwise) that may be based
US-DOCS\119733922.3
14
(k)
(l)
(m)
upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware,
excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction.
Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of
which will be an original, with the same effect as if the signatures to each were upon the same instrument.
IRC Section 409A. This Section 18(l) applies only to Participants who are U.S. taxpayers.
Anything in this Agreement to the contrary notwithstanding, PRSUs that are non-qualified deferred
compensation subject to Section 409A of the Code and that vest as a result of the Participant’s termination of
employment under Section 2(b), 2(c) or 2(e) hereof shall be settled within sixty (60) days following the
Participant experiences a “separation from service,” within the meaning of Section 409A of the Code
(“Separation from Service”). With respect to PRSUs that are settled as a result of the Participant’s termination
of employment under Appendix C, any such PRSUs that are non-qualified deferred compensation subject to
Section 409A, shall be settled within 60 days following the Separation from Service or Change in Control,
provided that if the Change in Control is not a “change in control event” (within the meaning of the Treasury
Regulations promulgated under Section 409A of the Code), the PRSUs shall be settled as described in
Section 3(a)(i). If the Participant is a “specified employee” within the meaning of Section 409A of the Code
as of the date of the Separation from Service (as determined in accordance with the methodology established
by the Company as in effect on the Date of Termination), any PRSUs that are non-qualified deferred
compensation that are payable upon a Separation from Service shall instead be settled on the first business
day that is after the earlier of (i) the date that is six months following the date of the Participant’s Separation
from Service or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise
required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor
provision thereto.
Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement, together
with any appendices hereto. The Participant has read and understands the terms and provisions of the Plan
and this Agreement, as well as the attached Restrictive Covenants Agreement and accepts the PRSUs subject
to all of the terms and conditions of the Plan and these Agreements. In the event of a conflict between any
term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and
provision of the Plan will govern and prevail. The Participant must accept this Agreement electronically
pursuant to the online acceptance procedure established by the Company within 30 days after the
Agreement is presented to the Participant for review. If the Participant fails to accept the Agreement
within such 30-day period, the Company may, in its sole discretion, rescind the Award in its entirety. By
electronically accepting the Agreement, the Participant is also accepting the Restrictive
US-DOCS\119733922.3
15
Covenants Agreement, and this Award is granted under and governed by the terms and conditions of
the Plan and these Agreements.
US-DOCS\119733922.3
[Signature page follows]
16
IN WITNESS WHEREOF, the Company and the Participant have executed this Global Performance Restricted Stock
Unit Award Agreement and any appendices thereto as of the date first written above.
SYNEOS HEALTH, INC.
By:
Name:
Title:
/s/ Alistair Macdonald
Alistair Macdonald
Chief Executive Officer
PARTICIPANT
[Electronic Signature]
________________________________
Participant Signature
Name: [Participant Name]
Acceptance Date: [Acceptance Date]
US-DOCS\119733922.3
Signature Page to Performance Restricted Stock Unit Award Agreement
APPENDIX A
PERFORMANCE GOALS FOR PRSU VESTING ELIGIBILITY
The vesting eligibility of the PRSUs granted pursuant to the attached Global Performance Restricted Stock Unit Award
Agreement will be determined by the Committee in accordance with the Plan and this Appendix A. The ROIC Performance Goal
and each Adjusted EPS Performance Goal shall be referred to, collectively, as the “Performance Goals”.
ROIC Performance Goal
50% of the Target Award amount granted in Section 1 above (the “ROIC Target Award Tranche”) shall be eligible to vest based
on the attainment of ROIC measured against the performance goals stated in the table below for the performance period
beginning on (and including) [ ] and ending on (and including) [ ] (the “ROIC Performance Period”):
ROIC [ ]
Percentage of ROIC Target
Award Tranche Eligible for
Vesting
0% of ROIC Target Award
Tranche
50% of ROIC Target Award
Tranche
100% of ROIC Target Award
Tranche
150% of ROIC Target Award
Tranche
Adjusted EPS Performance Goals
50% of the Target Award amount granted in Section 1 above shall be eligible to vest based on the attainment of Adjusted EPS
performance goals (the “Adjusted EPS PRSUs”), as set forth below.
The number of Adjusted EPS PRSUs that will be eligible for vesting in accordance with Section 2(a) of the Agreement shall be
equal to the sum of A + B + C, where:
A =
B =
C =
number of Adjusted EPS PRSUs subject to an Adjusted EPS Target Award Tranche (as defined below) x the [ ] EPS
Performance Attainment Factor (set forth below)
number of Adjusted EPS PRSUs subject to an Adjusted EPS Target Award Tranche x the [ ] EPS Performance
Attainment Factor (set forth below)
number of Adjusted EPS PRSUs subject to an Adjusted EPS Target Award Tranche x the [ ] EPS Performance
Attainment Factor (set forth below)
Performance Periods: With respect to the Adjusted EPS PRSUs, there will be three performance periods (each a “Adjusted EPS
Performance Period”), as described in the below table, in which
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Appendix A – Performance Restricted Stock Unit Award
one-sixth (1/6) of the Target Award amount granted in Section 1 above (a “Adjusted EPS Target Award Tranche”) will be
measured against the Performance Goals stated in the table below for such Adjusted EPS Performance Period.
Adjusted EPS
Performance
Period
[ ]
Performance
Period
[ ]
Performance
Period
[ ]
Performance
Period
Dates
Performance Goals
[ ]
[ ]
[ ]
[ ] Adjusted EPS
[ ] Adjusted EPS
[ ] Adjusted EPS
Units Subject to
the Performance
Goal
One Adjusted EPS
Target Award
Tranche
One Adjusted EPS
Target Award
Tranche
One Adjusted EPS
Target Award
Tranche
Company Adjusted EPS: One Adjusted EPS Target Award Tranche will be eligible for vesting based upon the Company’s
Adjusted EPS for each Adjusted EPS Performance Period based on the following schedules:
[ ] Adjusted EPS
[ ]
[ ]
[ ]
[ ]
[ ] Adjusted EPS
[ ]
[ ]
[ ]
[ ]
% of Adjusted
EPS Target
[ ]
[ ]
[ ]
[ ]
% of Adjusted
EPS Target
[ ]
[ ]
[ ]
[ ]
[ ] EPS Performance
Attainment Factor
0% of Adjusted EPS Target
Award Tranche
50% of Adjusted EPS Target
Award Tranche
100% of Adjusted EPS Target
Award Tranche
150% of Adjusted EPS Target
Award Tranche
[ ] EPS Performance
Attainment Factor
0% of Adjusted EPS Target
Award Tranche
50% of Adjusted EPS Target
Award Tranche
100% of Adjusted EPS Target
Award Tranche
150% of Adjusted EPS Target
Award Tranche
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Appendix A – Performance Restricted Stock Unit Award
[ ] Adjusted EPS
[ ]
[ ]
[ ]
[ ]
% of Adjusted
EPS Target
[ ]
[ ]
[ ]
[ ]
[ ] EPS Performance
Attainment Factor
0% of Adjusted EPS Target
Award Tranche
50% of Adjusted EPS Target
Award Tranche
100% of Adjusted EPS Target
Award Tranche
150% of Adjusted EPS Target
Award Tranche
General:
Subject to the minimum threshold requirements, linear interpolation will be used based on the level of attainment of the
performance goal between vesting levels.
The Committee shall calculate and determine the level of achievement of the performance goals in its sole discretion, which shall
be final and binding on all parties to the Agreement.
All amounts used to calculate and determine the level of achievement shall be in USD, with any currency conversions being
determined by the Committee is its sole discretion.
Definitions:
“Adjusted EPS” means, for a given Adjusted EPS Performance Period, the Company’s Adjusted Diluted Earnings per share as
reported in the applicable earnings release attached as an exhibit to the Company’s Report on Form 8-K for the applicable
Adjusted EPS Performance Period.
“Performance Period” means an Adjusted EPS Performance Period or the ROIC Performance Period.
“ROIC” is defined as, with respect to the ROIC Performance Period, Non-GAAP Income from Operations calculated in a
manner consistent with the calculation of Adjusted EBITDA as reported in the earnings release attached as an exhibit to the
Company’s Report on Form 8-K with respect to the last fiscal year in the ROIC Performance Period, affected by the cash tax rate,
divided by the end of period Invested Capital. For purposes of this paragraph, “Invested Capital” is defined as the sum of Total
Debt (inclusive of finance lease obligations) as reported in the Company’s Annual Report on Form 10-K and Total Shareholders’
Equity (adjusted for cumulative Share-Based Compensation). The Committee may adjust the ROIC to account for the impact of
all (i) mergers, divestitures, and/or acquisitions completed during the ROIC Performance Period, and (ii) changes in tax policy
and/or legislation that occur during the ROIC Performance Period.
“Target Award Tranche” means any Adjusted EPS Target Award Tranche or the ROIC Target Award Tranche.
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Appendix A – Performance Restricted Stock Unit Award
APPENDIX B
SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Performance Restricted Stock Unit Award Agreement
Country-Specific Terms and Conditions
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Syneos Health, Inc.
2018 Equity Incentive Plan (the “Plan”) and the Global Performance Restricted Stock Unit Award Agreement (the “Performance
Restricted Stock Unit Agreement”). This Appendix constitutes part of the Performance Restricted Stock Unit Agreement.
Terms and Conditions
This Appendix B includes additional terms and conditions that govern the PRSUs granted to the Participant if the Participant
resides and/or works in a country listed below. If the Participant moves to another country after receiving the grant of the PRSUs,
the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the
Participant.
Notifications
This Appendix B also includes information regarding exchange controls and certain other issues of which the Participant should
be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control
and other laws in effect in the respective countries as of June 2018. Such laws are often complex and change frequently. As a
result, the Company strongly recommends that the Participant not rely on the information in this Appendix B as the only source
of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of
date at the time that the PRSUs vest or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and
the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek
appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or
working (or if the Participant is considered as such for local law purposes), the information contained herein may not be
applicable to the Participant in the same manner.
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Appendix B – Performance Restricted Stock Unit Award
Terms and Conditions
UNITED KINGDOM
Responsibility for Taxes. The following provisions supplement Section 3 of the Performance Restricted Stock Unit Agreement:
Without limitation to Section 3 of the Performance Restricted Stock Unit Award Agreement, the Participant agrees that the
Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by
the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other
relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any
Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any
other relevant authority) on the Participant’s behalf.
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section
13(k) of the Exchange Act), the immediately foregoing provision will not apply; instead, the amount of any uncollected income
tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be
payable. The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC
under the self-assessment regime and for paying the Company or the Employer (as applicable) for the value of any employee
national insurance contributions due on this additional benefit.
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Appendix B – Performance Restricted Stock Unit Award Agreement
APPENDIX C
SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Restricted Stock Unit Award Agreement
Special Provisions for Certain Executive Officers
The provisions in this Appendix C apply only to Participants in the Syneos Health, Inc.
Executive Severance Plan (as defined below).
1. Involuntary Termination in connection with Change in Control.
This provision replaces Section 2(e) of the Performance Restricted Stock Unit Agreement:
(e)
Effect of Involuntary Termination in connection with Change in Control.
The Converted Time-Based RSUs shall immediately vest in full in the event of (A) the Participant’s Service
is terminated by the Company or a Subsidiary for any reason other than Cause, or (B) the Participant resigns
for Good Reason, in each case, at the time of, or during the period commencing on the date three (3) months
prior to a Change in Control and ending twenty-four (24) months following such Change in Control (either of
such events of termination within such period, a “CIC Termination”).
(i)
(ii)
(iii)
(iv)
For purposes of this Agreement (including Section 2(d)), “Cause,” “Change in Control,” and “Good
Reason” shall have the meanings ascribed to such terms in the Syneos Health, Inc. Executive
Severance Plan, adopted September 15, 2016, as amended and restated August 20, 2018 (the
“Executive Severance Plan”).
This Section 2(e) shall be interpreted consistently with the provisions of the Executive Severance
Plan to give effect to the benefits intended to be provided under the Executive Severance Plan, to
the extent the Executive Severance Plan is applicable to the Participant. Further, the vesting
acceleration benefits provided under this Section 2(e) shall be subject to the conditions set forth in
the Executive Severance Plan, to the extent the Executive Severance Plan is applicable to the
Participant.
Any vesting acceleration provisions contemplated under this Section 2(e) shall be subject to the
limitations provided in Section 5.5 of the Plan.
Any PRSUs that vest pursuant to this Section 2(e) shall also be subject to the additional settlement
provisions and subject to the conditions set forth in the Executive Severance Plan, to the extent the
Executive Severance Plan is applicable to the Participant.
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Appendix C – Performance Restricted Stock Unit Award Agreement
APPENDIX D
RESTRICTIVE COVENANTS AGREEMENT
The Participant acknowledges and agrees that in light of the Participant’s access to Confidential Information and
Participant’s position of trust and confidence with the Company or its Subsidiaries, Participant shall be subject to the restrictive
covenants set forth herein. The Participant knows that the promises in this Restrictive Covenants Agreement (“RCA”) are an
important way for the Company and its Subsidiaries to protect their proprietary interests and understands that the terms of this
RCA are affected by the location in which the Participant is employed, as stated in Attachment A and Attachment B to this RCA.
As a condition of the grant of the PRSUs, the Participant agrees as follows:
1.
Definitions. Capitalized terms not otherwise defined in this RCA shall have the same meanings as set forth in
the Syneos Health, Inc. 2018 Equity Incentive Plan, and the Global Performance Restricted Stock Unit Award Agreement
(including the Appendix B and any other appendix attached thereto). The following terms shall have the following meanings for
the purposes of this RCA:
(a)
Subsidiaries.
“Termination Date” means the last day of the Participant’s employment by the Company or any of its
(b)
“Non-Solicit Restricted Period” means the period commencing on the Termination Date and ending twelve
(12) months after the Termination Date.
(c)
“Non-Compete Restricted Period” means the period commencing on the Termination Date and ending twelve
(12) months after the Termination Date.
(d)
“Company Customer” means a person or entity for whom the Company or any of its Subsidiaries was
providing services either at the time of, or at any time within the twelve (12) months preceding the Termination Date, and for
whom the Participant had direct contact with and/or carried out or oversaw a material business responsibility during said twelve
(12) month period or about whom the Participant had exposure to or received Confidential Information as a result of the
Participant’s employment with the Company or any of its Subsidiaries.
(e)
“Prospective Customer” means a person or entity (i) that the Participant contacted for the purpose of
soliciting business on behalf of the Company or any of its Subsidiaries during the twelve (12) months preceding the Termination
Date; or (ii) to which the Company or any of its Subsidiaries had submitted a bid or proposal for services during the twelve (12)
months preceding the Termination Date, and in which bid or proposal the Participant was involved in any material respect.
(f)
“Company Person” means any person who is an employee of or consultant to the Company or any of its
Subsidiaries as of the Termination Date.
(g)
“Company Business” means (i) developing, marketing, selling and/or providing services to pharmaceutical,
biotechnology, life sciences, medical device and medical diagnostic
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companies regarding: (A) the commercialization of pharmaceuticals, biologics, medical devices or diagnostic products,
including, but not limited to, outsourced sales and related operations, marketing, naming/branding, advertising, public relations,
medical communications and medication adherence services for the Company’s clients, (B) the provision of clinical trials and
related support services including, but not limited to, bioanalysis, biostatistics, data management, feasibility studies, global safety
and pharmacovigilance, laboratory operations, medical writing, project management, protocol and case report form design,
quality assurance, regulatory affairs and consulting, medical oversight, risk management, site and patient recruitment, site
management, strategic planning, study monitoring and late stage services for the Company’s clients, (C) the staffing of clinical
trial and/or clinical research and development personnel for the Company’s clients, and (D) the provision of consulting services
including, but not limited to, brand management, business development, clinical development, commercial strategy and
organizational design, product launch planning, medical affairs, pricing and market access and risk evaluation and mitigation
strategy for the Company’s clients; and (ii) any other business that the Company and its Subsidiaries engage in, or that the
Company and its Subsidiaries have developed definitive plans to engage in, as of the Termination Date.
(h)
“Restricted Area” means the following geographical areas: (i) any city, metropolitan area, county (or similar
political subdivision in foreign countries) in which the Participant personally provided material services on behalf of the
Company during the twelve (12) months prior to the Termination Date; (ii) within a 60-mile radius of the location(s) where the
Participant had an office during the twelve (12) months prior to the Termination Date; (iii) within a 60 mile radius of Raleigh,
North Carolina; and (iv) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which the
Company or any of its Subsidiaries is located or does or did business, during the twelve (12) months prior to the Termination
Date.
(i)
“Confidential Information” means without limitation, any confidential or proprietary information or materials
of the Company or its Subsidiaries, whether of a technical, business, or other nature, including information and materials which
relate to operations, processes, products, promotional material, developments, patent applications, formulas, sponsor or client
lists, manufacturing processes, trade secrets, basic scientific data, data systems, employment policies, formulation information,
budgets, bids, proposals, study protocols, coding devices, and any other confidential data or proprietary information in
connection with the Company, its Subsidiaries or their business affairs, including but not limited to any information relating to
the operation of the Company’s and/or its Subsidiaries’ business which the Company or its Subsidiaries may from time to time
designate as confidential or proprietary or that Participant reasonably knows should be, or has been, treated by the Company
and/or its Subsidiaries as confidential or proprietary. Confidential Information encompasses all formats in which information is
preserved, whether electronic, print or in any other form, including all originals, copies, notes or other reproductions or replicas
thereof. Any trade secrets of the Company or its Subsidiaries will be entitled to all of the protections and benefits under any
applicable trade secrets law, whether statutory or common law, including but not limited to the Delaware Uniform Trade Secrets
Act, Del. Code Ann. tit. 6, §§ 2001–2009, the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. §§ 66-152 et seq.,
the Massachusetts Uniform Trade Secrets Act, M.G.L. ch. 93, §§ 42 to 42G, and the California Uniform Trade Secrets Act, Cal.
Civ. Code §§ 3426 et seq. If any information that the Company deems to be a trade secret is found by a court of competent
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jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential Information for purposes of
this RCA.
Notwithstanding the foregoing, the term “Confidential Information” shall not include information which (i) is already
known to the Participant prior to its disclosure to the Participant by the Company; (ii) is or becomes generally available to the
public through no wrongful act of any person; (iii) is at the time of disclosure part of the public knowledge or literature through
no wrongful action by the Participant; or (iv) is received by the Participant from a third party without restriction and without any
wrongful conduct on the part of such third party relating to such disclosure. The Participant acknowledges and agrees that the
Confidential Information he/she obtains or becomes aware of as a result of his/her employment with the Company or any of its
Subsidiaries is not generally known or available to the general public, but has been developed, compiled or acquired by the
Company at its great effort and expense and that the Participant is required to protect and not disclose such information.
(j)
“Subsidiary” or “Subsidiaries” means any corporation, partnership, limited liability company, joint venture,
association, public or private limited company or other business entity at least 50% of the outstanding voting stock or voting
interests of which is at the time owned or controlled, directly or indirectly, by the Company.
2.
Non-Solicitation of Customers and Employees. The Participant agrees that during the Participant’s
employment with the Company or any of its Subsidiaries and during the Non-Solicit Restricted Period, the Participant will not,
on the Participant’s own behalf, nor as an officer, director, stockholder, partner, associate, employee, owner, executive, consultant
or otherwise on behalf of any person, firm, partnership, corporation, or other entity:
(a)
solicit, induce, influence or attempt to solicit, induce or influence any Company Customer to (i) cease doing
business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the
Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company
and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any
other person or business that is Competitive with the Company;
(b)
solicit, induce, influence or attempt to solicit, induce or influence any Prospective Customer to (i) cease
doing business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the
Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company
and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any
other person or business that is Competitive with the Company;
(c)
provide or sell any products or services competitive with those offered by the Company and/or its
Subsidiaries to any Company Customer;
(d)
provide or sell any products or services competitive with those offered by the Company and/or its
Subsidiaries to any Prospective Customer;
(e)
interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, that
the Company and/or its Subsidiaries have with any sponsor, supplier,
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vendor, distributor, lessor, lessee, licensor or business partner that transacts business with the Company and/or its Subsidiaries;
(f)
solicit, induce, encourage, entice or attempt to solicit, induce, encourage or entice any Company Person to
terminate or alter his or her employment or engagement with the Company or any of its Subsidiaries; or
(g)
employ or hire as an officer, director, employee, agent, consultant or independent contractor any Company
Person.
3.
Non-Competition.
(a)
The Participant agrees that, during the Participant’s employment with the Company or any of its Subsidiaries,
and during the Non-Compete Restricted Period, the Participant will not, within the Restricted Area, for the Participant’s own
behalf or for any other person or entity, own, manage, operate or participate in the ownership, management, operation or control
of, or be employed by or provide services to, any person, business or entity which competes with the Company Business if
Participant would:
(i)
have responsibilities or perform services that are entirely or substantially similar to the
responsibilities or services that the Participant had or provided at the time of, or at any time within the twelve (12)
months preceding the Termination Date;
(ii)
be involved in creating, developing, modifying, accessing, utilizing or relying upon confidential
information that is similar or relevant to that Confidential Information to which Participant created, developed,
modified, accessed, utilized or relied upon during the Participant’s employment with the Company or any of its
Subsidiaries; or
(iii)
use, disclose, or engage in activity in which the Participant would be reasonably expected to use or
disclose any Confidential Information.
(b)
Notwithstanding the foregoing, the Participant’s ownership, directly or indirectly, of not more than one
percent (1%) 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 this Section.
4.
Business Opportunities. The Participant, while he or she is employed by the Company and its Subsidiaries,
agrees to offer or otherwise make known or available to the Company or any Subsidiary, as directed by the Company and without
additional compensation or consideration, any business prospects, contracts or other business opportunities that he or she may
discover, find, develop or otherwise have available to him or her in any field in which the Company or any of its Subsidiaries is
engaged, and further agrees that any such prospects, contracts or other business opportunities shall be the property of the
Company.
5.
(a)
Confidentiality.
The Participant acknowledges that during his or her employment with the Company, he or she has and will
necessarily become informed of, and have access to, the
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Confidential Information of the Company, and that the Confidential Information, even though it may be contributed, developed or
acquired in whole or in part by the Participant is the Company’s exclusive property to be held by the Participant in trust and
solely for the Company’s benefit. Accordingly, except as required by law, the Participant shall not, at any time, either during or
subsequent to his or her employment, as applicable, use, reveal, report, publish, copy, transcribe, transfer or otherwise disclose to
any person, corporation or other entity, any of the Confidential Information without the prior written consent of the Company,
except to responsible officers and employees of the Company and its Subsidiaries and other responsible persons who are in a
contractual or fiduciary relationship with the Company or one of its Subsidiaries and except for information that legally and
legitimately is or becomes of general public knowledge from authorized sources other than the Participant.
(b)
This RCA shall not prevent Participant from (i) reporting, without prior approval from the Company,
possible violations of federal securities laws or regulations to any governmental agency or entity, including but not limited to, the
Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other
disclosures that are protected under the whistleblower provisions of federal law or regulation; (ii) filing a charge of
discrimination with the Equal Employment Opportunity Commission; (iii) cooperating with the Equal Employment Opportunity
Commission in an investigation of alleged discrimination; (iv) revealing evidence of criminal wrongdoing to law enforcement;
(v) testifying in any cause of action when required to do so by law, or (vi) divulging Confidential Information pursuant to an
order of court or agency of competent jurisdiction. However, with respect to (v) and (vi) only, Participant must promptly inform
the Company of any such situations and shall take such reasonable steps to prevent disclosure of the Company’s Confidential
Information until the Company has been informed of such requested disclosure and the Company has had an opportunity to
respond to the court or agency.
Further, 18 U.S.C. § 1833(b) states: “An individual shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a
suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is
made under seal.” Accordingly, the parties to this RCA have the right to disclose in confidence trade secrets to federal, state,
and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law.
The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing
is made under seal and protected from public disclosure. Nothing in this RCA is intended to conflict with 18 U.S.C. § 1833(b) or
create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C.§ 1833(b).
6.
Prior Restrictive Covenants. The restrictive covenants contained in this RCA are in addition to, and not in lieu
of, any other restrictive covenants between the Participant and the Company or any of its Subsidiaries. For the avoidance of
doubt, any and all of the Participant’s restrictive covenants agreed to prior to entering into this RCA (“Prior Restrictive
Covenants”) will survive and supersede the restrictive covenants set forth in this RCA to the extent that any Prior Restrictive
Covenant is for a longer period of time or is more restrictive in scope or location than
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the restrictive covenants set forth in this RCA. A breach of any such Prior Restrictive Covenant will also constitute a breach of
this RCA.
7.
Injunctive Relief and Tolling. Participant acknowledges and agrees that if Participant breaches any of the
provisions of Sections 2 through 6 hereof, it will cause irreparable damage to the Company and/or its Subsidiaries for which
monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company
shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a
restraining order or an injunction to preserve or restore the status quo, and will additionally be entitled to an award of attorneys’
fees incurred in connection with securing any relief hereunder. Such right to equitable or extraordinary relief shall not be
exclusive but shall be in addition to all other rights and remedies to which the Company may be entitled at law or in equity,
including, without limitation, the right to recover monetary damages for the breach by Participant of any of the provisions of this
RCA. Further, Participant understands that if Participant breaches any of the provisions in Sections 2 through 6 of this RCA, the
applicable restricted period will be extended for a period of time equal to the period of time Participant spent in breach of this
RCA. If the Company is required to seek injunctive relief from such breach, then the applicable restricted period shall be
extended for a period of time equal to the pendency of such proceedings, including all appeals.
8.
Termination. Participant may terminate the employment relationship for any reason at any time upon giving
the Company thirty (30) days prior written notice, as applicable law permits. In the case of a termination by the Company other
than a termination for Cause (as defined in the Plan), the Company will provide thirty (30) days prior written notice of
termination, as applicable law permits. In each case, the Company may, in its discretion, relieve the Participant of some or all of
his/her duties during all or a part of such notice period. Subject to the forgoing notice obligation, the Participant’s employment
with the Company shall remain at will, as applicable law permits.
9.
Return of Company Property. By no later than the Termination Date, the Participant shall promptly deliver to
the Company all property and possessions of the Company and its Subsidiaries, including all drawings, manuals, letters, notes,
notebooks, reports, copies, deliverables containing Confidential Information and all other materials relating to the Company and
any of its Subsidiaries’ business that are in the Participant’s possession or control.
10.
Governing Law, Forum. This RCA and all disputes, claims or controversies arising out of or related to this
RCA, shall be governed by the laws of the country in which Participant is employed without regard for reference to any choice or
conflict of law principles of any jurisdiction, and the parties agree that any action or proceeding with respect to this RCA or the
Participant’s employment with the Company shall be brought exclusively in the courts in the country in which the Participant is
employed.
11.
Amendment, Modification or Waiver. This RCA may not be changed orally, and no provision of this RCA
may be amended or modified unless such amendment or modification is in writing, signed by the Participant and by a duly
authorized officer of the Company. No act or failure to act by the Company will waive any right, condition or provision contained
herein. Any
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waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.
12.
Severability. In case any one or more of the provisions contained in this RCA shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other
provisions of this RCA, but this RCA shall be construed as if such invalid, illegal, or other unenforceable provision had never
been contained herein. If, moreover, any one or more of the provisions contained in this RCA shall for any reason be held to be
excessively broad as to duration, geographical scope or subject, it shall be construed by limiting it and reducing it so as to be
enforceable to the extent compatible with applicable law as it shall then appear.
13.
Miscellaneous.
(a)
The Participant’s and the Company’s obligations hereunder shall continue in full force and effect in the event
that the Participant’s job title, responsibilities, work location or other conditions of his/her employment with the Company change
subsequent to the execution of the RCA, without the need to execute a new RCA.
(b)
Participant agrees to provide a copy of Sections 1 through 6 of this RCA to any subsequent employers or
prospective employers during the applicable period of restriction (including but not limited to the Non-Solicit Restricted Period
and the Non-Compete Restricted Period). The Participant specifically authorizes the Company to notify any subsequent
employers or prospective employers of the Participant of the restrictions on the Participant contained in this RCA and of any
concerns the Company may have about actual or possible conduct by the Participant that may be in breach of this RCA. The
Participant agrees to promptly notify the Company of any offers to perform services, any engagements to provide services, and/or
actual work of any kind, whether as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint
venturer, investor, lender, or in any other capacity whatsoever during the period of his/her employment by the Company or any of
its Subsidiaries and during the Non-Solicit Restricted Period and the Non-Compete Restricted Period. Such notice must be
provided prior to the commencement of any such services or work.
(c)
The rights and remedies of the parties under this RCA are cumulative (not alternative) and in addition to all
other rights and remedies available to such parties at law, in equity, by contract or otherwise.
(d)
The obligations in this RCA shall survive Participant’s termination of employment with the Company or a
Subsidiary and the assignment of this RCA by the Company to any successor in interest or other assignee.
[remainder of page intentionally blank]
US-DOCS\119733922.3
D-7
SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Restricted Stock Unit Award Agreement
Exhibit 10.11.9
This Global Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”), including any special
terms and conditions for the Participant’s country set forth in the Appendix C attached hereto (the Global Restricted Stock Unit
Agreement, the Appendix C and all other appendices attached hereto, collectively, the “Agreement”), is made by and between
Syneos Health, Inc., a Delaware corporation (the “Company”), and [NAME OF EMPLOYEE] (the “Participant”), effective as of
[Grant Date] (the “Date of Grant”).
Attention: Attached to this Agreement as Appendix A is a Restrictive Covenants Agreement, which
imposes certain restrictions upon you both during and after your employment with the
Company. Attached to this Agreement as Appendix B is a Mutual Arbitration Agreement, which
requires you and the Company to arbitrate on an individual basis most disputes arising from or
relating to your employment with the Company, as set forth in more detail in the Mutual Arbitration
Agreement. Your acceptance of the Restricted Stock Unit Award requires that you agree to the terms
and conditions of this Agreement, the Restrictive Covenants Agreement, and the Mutual Arbitration
Agreement. It is important that you review the terms of each of these Agreements.
RECITALS
WHEREAS, the Company has adopted the Syneos Health, Inc. 2018 Equity Incentive Plan (as the same may be
amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and made a
part of this Agreement, and capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to those
terms in the Plan; and
WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant of Restricted Stock
Units payable in shares of Common Stock (the “Shares”), subject to the terms and conditions set forth in the Plan and this
Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties
agree as follows:
1.
Grant of Restricted Stock Units. The Company has granted to the Participant, effective as of the Date of Grant,
[Quantity Granted] Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject
to adjustment as set forth in Section 4.5 of the Plan (the “RSUs”).
2.
Vesting of RSUs. Subject to the terms and conditions set forth in the Plan and this Agreement, the RSUs will vest as
follows:
(a)
(b)
(c)
General. Except as otherwise provided in Sections 2(b) through 2(d) and Section 4, the RSUs will vest in
equal annual installments of 33 and 1/3% of the Shares (each annual installment, a “Tranche”) over a three-
year period on each anniversary of the Date of Grant (each annual vesting period within such three-year
period, a “Vesting Period”), subject to the Participant’s continued Service through the last day of the
applicable Vesting Period. Any fractional installments which result from the vesting of a Tranche shall be
carried forward and vest when such combined fractional installments result in a full Share.
Effect of Death and Termination Due to Disability. The RSUs will become fully vested immediately upon the
Participant’s death or termination of Service due to Disability.
Effect of Retirement. Upon the Participant’s Retirement after the first anniversary of the Date of Grant, the
Participant shall be eligible to vest in a Pro-Rated Award. The number of RSUs that shall vest under a “Pro-
Rated Award” shall be calculated by multiplying (i) the number of RSUs subject to the unvested Tranche of
RSUs corresponding to the Vesting Period during which the Participant’s Retirement occurs, by (ii) a fraction,
the numerator of which shall be the number of days that have elapsed between the first day of the applicable
Vesting Period and the date of the Participant’s Retirement, and the denominator of which shall be 365. No
fractional Shares shall be issued, and any fractional Shares that would have been deemed vested based on the
foregoing calculation shall be rounded down to the next whole Share. For the avoidance of any doubt, the
remaining unvested Tranches corresponding to Vesting Periods commencing following the date of the
Participant’s Retirement shall be forfeited upon the Participant’s Retirement and all of the RSUs shall be
forfeited in the event of the Participant’s Retirement on or prior to the first anniversary of the Date of Grant.
For purposes of this Agreement, “Retirement” means a voluntary termination of Service on or after the
Participant (i) has attained age 55; and (ii) completed 10 years of continuous Service. For purposes of this
Section 2(c), a Participant’s Retirement shall not include: (i) a termination by the Company for Cause (as
defined in the Plan), as determined in the sole discretion of the Company, (ii) a resignation by the Participant
after being notified that the Company has elected to terminate the Participant for Cause, (iii) a termination or
resignation by the Participant during the pendency of an investigation with respect to the Participant or while
the Participant is on a performance improvement plan, or (iv) any other circumstance upon which the
Company determines in good faith the Participant is not in good standing at the time of such termination at
the sole discretion of the Company.
Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment
and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment
that applies to the RSUs if the Participant attains the conditions set forth in this Section 2(c) being deemed
US-DOCS\112623669.1
2
unlawful and/or discriminatory, the provisions above regarding the treatment of the RSUs shall not be
applicable to the Participant.
(d)
Effect of Involuntary Termination in Connection with Change in Control. The RSUs will become fully vested
immediately upon the Participant’s termination of Service in the event that (A) the Participant’s Service is
terminated by the Company for any reason other than Cause (as defined in the Plan), or (B) the Participant
resigns for Good Reason, in each case, at the time of, or within twenty-four (24) months following, the
consummation of a Change in Control occurring after the Date of Grant (either of such events of termination
within such twenty-four-month period, a “CIC Termination”).
As used in this Agreement, “Good Reason” shall mean the occurrence, without the Participant’s express
written consent, of any of the following events: (i) a material reduction in the Participant’s annual base salary;
(ii) a material adverse change to the Participant’s title compared to the Participant’s title immediately prior to
the Change in Control; (iii) a requirement that the Participant relocate to a principal place of employment
more than fifty (50) miles from the Participant’s assigned principal office location as of immediately prior to
the occurrence of the Change in Control; or (iv) if the Participant has an effective employment agreement,
service agreement, or other similar agreement with the Company or any Subsidiary, a material breach of such
agreement, provided, that, any event described in clauses (i), (ii), (iii) and (iv) above shall constitute Good
Reason only if the Participant provides the Company with written notice of the basis for the Participant’s
Good Reason within forty-five (45) days of the initial actions or inactions of the Company or any Subsidiary
giving rise to such Good Reason and the Company or applicable Subsidiary has not cured the identified
actions or inactions within sixty (60) days of such notice, and provided further that the Participant terminates
his or her Service within thirty (30) days following the Company’s or applicable Subsidiary’s failure to cure
within the 60-day cure period.
Any vesting acceleration contemplated under this Section 2(d) shall be subject to the limitations provided in
Section 5.5 of the Plan.
3.
Settlement of RSUs Upon Vesting.
(a)
Settlement in Stock. RSUs vested as described in Section 2 above will be settled by delivering to the
Participant a number of Shares equal to the number of vested RSUs within sixty (60) days of the date on
which the RSUs vest, subject to any special timing requirements applicable under Section 17(l), the terms of
this Agreement and payment of any Tax-Related Items. In any case, the Company may provide a reasonable
delay in the delivery of the Shares to address Tax-Related Items, withholding, and other administrative
matters, provided that any such delay does not result in a violation of Section 409A of the Code (to the extent
the Participant is a U.S. taxpayer). Neither the Company nor the Committee will be liable to the Participant or
any other Person for damages relating to any delays in issuing the Shares or any mistakes or errors in the
issuance of the Shares.
US-DOCS\112623669.1
3
(b)
(c)
(d)
(e)
Book-Entry Registration of the Shares. The Company will deliver the Shares payable pursuant to this
Agreement within the settlement period set forth in Section 3(a) by registering such Shares with the
Company’s transfer agent (or another custodian selected by the Company) in book-entry form in the
Participant’s name.
Shareholder Rights. The Participant will not have any rights of a stockholder with respect to the Shares
subject to the RSUs, including voting and dividend rights, unless and until the Shares are delivered as
described in Section 3(b) above.
Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company
or, if different, the Subsidiary employing or retaining the Participant (the “Employer”), the ultimate liability
for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any,
actually withheld by the Company or the Employer. The Participant further acknowledges that the Company
and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the
RSUs, the delivery of Shares following the vesting date of the RSUs, the subsequent sale of Shares acquired
pursuant to such vesting/delivery and the receipt of any dividends and/or dividend equivalents; and (2) do not
commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce
or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the
Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that
the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.
Withholding Requirements. Prior to any relevant taxable or tax withholding event, as applicable, the
Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy
all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their
respective agents, at the Company’s and/or the Employer’s discretion, to satisfy their obligations, if any, with
regard to all Tax-Related Items by one or a combination of the following: (1) cash payment by the Participant
to the Company prior to the day of vesting of an amount that the Company will apply to the required
withholding; (2) withholding from the Participant’s wages or other cash compensation payable to the
Participant by the Company and/or the Employer; (3) withholding from proceeds of the sale of Shares
acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale
arranged by the Company (on the Participant’s behalf pursuant to this authorization); (4) withholding in
Shares to be issued upon settlement of the RSUs, subject to approval by the Committee if the Participant is
subject to the short-swing profit rules of Section 16(b) of the Exchange Act; or (5) any other method of
withholding determined by the Company to be permitted under the Plan and, to the extent required by
applicable law or under the Plan, approved by the Committee. For the purposes of alternative (4) above, any
Shares withheld shall be credited for purposes of the withholding requirements at the fair market value of the
Shares on the date that the tax withholding is
US-DOCS\112623669.1
4
determined. Until such time as the Company provides notice to the contrary, it will satisfy any withholding
requirements for Tax-Related Items pursuant to alternative (3) above; provided, however, that if such method
(A) cannot be processed by the broker or (B) the Participant is subject to the Company’s Insider Trading
Compliance Policy (the “Insider Trading Policy”), the sale of Shares pursuant to alternative (3) is prohibited
under the Insider Trading Policy and the Participant has not entered into an arrangement that is intended to
comply with the requirements of Rule 10b5-1(c)(1) of the Exchange Act and that provides for the sale of all
of the Shares subject to this Agreement, the Company will instead collect withholding for Tax-Related Items
pursuant to alternative (4).
The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts
or other applicable withholding rates, including the maximum applicable rates in the Participant’s
jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld
amount in cash (with no entitlement to the equivalent amount in Common Stock) from the Company or the
Employer. In the event of under-withholding, the Participant may be required to pay any additional Tax-
Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the
obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is
deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a
number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from
the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the
Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold
or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means
previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of
Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related
Items.
In addition, to the extent that any U.S. Federal Insurance Contributions Act tax withholding obligations arise
in connection with the RSUs prior to the applicable vesting or settlement date, the vesting of the Award shall
be accelerated with respect to a number of RSUs sufficient to satisfy (but not in excess of) such tax
withholding obligations and any other tax withholding obligations associated with any such acceleration, and
the withholding obligations shall be satisfied pursuant to the tax withholding method noted in alternative (4)
above.
4.
Forfeiture. Except as provided in Sections 2(b) through 2(d) above, any unvested RSUs will be forfeited immediately,
automatically and without consideration upon a termination of the Participant’s Service (regardless of the reason for
such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where
the Participant is employed or the terms of the Participant’s employment agreement, if any).
US-DOCS\112623669.1
5
Without limiting the generality of the foregoing, the RSUs and the Shares (and any resulting proceeds) will continue to
be subject to Section 13 of the Plan.
Adjustment to RSUs. In the event of any change with respect to the outstanding Shares contemplated by Section 4.5 of
the Plan, the RSUs may be adjusted in accordance with Section 4.5 of the Plan.
Nature of Grant. In accepting the RSUs, the Participant acknowledges, understands and agrees that:
5.
6.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; provided,
however, that the Mutual Arbitration Agreement set forth at Appendix B is a binding contract that may only
be modified, amended, suspended or terminated by further agreement of the parties;
the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other
right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the
past;
all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
the RSUs and the Participant’s participation in the Plan shall not create a right to employment or be
interpreted as forming an employment or services contract, nor be interpreted as amending the terms of an
existing employment or services contract, with the Company or any Subsidiary, including the Employer if
applicable; provided, however, that the Mutual Arbitration Agreement set forth at Appendix B is a binding
contract between the parties;
the Participant is voluntarily participating in the Plan;
the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not intended to
replace any pension rights or compensation;
the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not part of normal
or expected compensation for purposes of calculating any severance, resignation, termination, redundancy,
dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or
welfare benefits or similar payments;
unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income
from and value of same, are not granted as consideration for, or in connection with, the service the Participant
may provide as a director of a Subsidiary;
(i)
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
US-DOCS\112623669.1
6
(j)
(k)
(l)
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the
termination of the Participant’s Service (for any reason whatsoever whether or not later found to be invalid or
in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the
Participant’s employment agreement, if any);
the following provision shall not apply to Participants in the state of California: In consideration of the grant
of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to release
and never to institute any claims which have arisen, occurred or existed at any time prior to the date of this
Restricted Stock Unit Agreement (“Claim”) against the Company or any of its Subsidiaries, and waives his or
her ability, if any, to bring any such Claim; if, notwithstanding the foregoing, any such Claim is allowed by an
arbitrator or other tribunal of competent jurisdiction, then, by participating in the Plan, the Participant shall be
deemed irrevocably to have agreed not to pursue such Claim and agrees to execute any and all documents
necessary to request dismissal or withdrawal of such Claim; and
The following provision applies if the Participant is providing services outside the United States: neither the
Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the
Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any
amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares
acquired upon settlement.
No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or
sale of the underlying Shares. The Participant should consult with the Participant’s own personal tax, legal and financial
advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
Restrictive Covenants. The Participant acknowledges and recognizes that during the course of Participant’s
employment with the Company or its Subsidiaries, the Participant will be given access to and become informed of
Confidential Information and the Participant will be the beneficiary of the goodwill of the Company and its
Subsidiaries, and, accordingly, agrees to the provisions of the Restrictive Covenants Agreement (“RCA”) annexed as
Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants
contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants
between the Participant and the Company or any of its Subsidiaries, including the Employer. If Participant breaches any
non-competition, confidentiality or other restrictive covenant owed to the Company or any of its Subsidiaries pursuant
to the RCA annexed hereto or any other agreement, as determined by the Committee in its sole discretion: (i) any
unvested portion of the RSUs held by the Participant shall be immediately rescinded; and (ii) the Participant shall
automatically forfeit any rights that the Participant may have with respect to the RSUs as of the date of such
determination. The foregoing remedies set forth in this Section 8 shall
7.
8.
US-DOCS\112623669.1
7
not be the Company’s exclusive remedies. The Company reserves all other rights and remedies available to it at law or
in equity.
9.
Data Privacy Provisions Applicable to Participants Outside the European Union/European Economic Area/United
Kingdom (“EEA+”).
The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or
other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by
and among, as applicable, the Employer, the Company and its Subsidiaries for the purpose of implementing,
administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company and the Employer may hold certain personal information about the
Participant, including, but not limited to, the Participant’s name, home address, email address and telephone
number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company, details of all RSUs, Performance RSUs or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s
favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker
selected by the Company, or such other stock plan service provider as may be selected by the Company in the future,
which is assisting the Company with the implementation, administration and management of the Plan. The
Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections than the
Participant’s country. The Participant understands that the Participant may request a list with the names and
addresses of any potential recipients of the Data by contacting the Syneos Health, Inc. Human Resources
Department (HRSupportServicesAmerica@SyneosHealth.com). The Participant authorizes the Company, Fidelity
Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may
assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing,
administering and managing the Participant’s participation in the Plan. The Participant understands that Data will
be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.
The Participant understands that the Participant may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing the Syneos Health, Inc. Human Resources Department
(HRSupportServicesAmerica@SyneosHealth.com). Further, the Participant understands that the Participant is
providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant
later seeks to revoke the Participant’s consent, the Participant’s Service with the Employer will not be affected; the
only consequence of refusing or withdrawing the Participant’s consent is
US-DOCS\112623669.1
8
that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or
maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s
consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of
the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may
contact the Syneos Health Privacy Office (data.privacy@syneoshealth.com).
Finally, upon request by the Company or the Employer, the Participant agrees to provide an executed data privacy
consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to
obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in
compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant
understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to
provide any such consent or agreement requested by the Company and/or the Employer.
10.
Data Privacy Provisions Applicable to Participants in the EEA+.
The Company and the Employer hereby notify the Participant of the following in relation to the Participant’s Data
(as defined below) and the collection, processing and transfer in electronic or other form of such Data in relation to
the grant of RSUs and the Participant’s participation in the Plan. The collection, processing and transfer of the
Participant’s Data is necessary for the legitimate purpose of the Company’s administration of the Plan and the
Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and
transfer of Data may affect the Participant’s participation in the Plan. As such, by participating in the Plan, the
Participant acknowledges the collection, use, processing and transfer of Data and with respect to the limited transfer
to the third party administrator Fidelity Stock Plan Services, LLC, consents to the transfer of Data as described
herein.
The Participant understands that the Company and the Employer will hold certain personal information about the
Participant to administer the Plan. This personal information may include, the Participant’s name, home address,
email address and telephone number, date of birth, passport, social insurance number or other identification
number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs,
Performance RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and
managing the Plan.
The Company and the Employer will transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of the Plan, and the Company and the Employer may each further
transfer Data to third parties assisting the Company or the Employer in the implementation, administration and
management of the Plan. The Participant understands that Data will be transferred to Fidelity Stock Plan Services,
LLC or any other broker selected by the Company, or such other stock
US-DOCS\112623669.1
9
plan service provider as may be selected by the Company in the future, which is assisting the Company with the
implementation, administration and management of the Plan. The Participant understands that the recipients of the
Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may
have different data privacy laws and protections than the Participant’s country. The Participant understands that the
Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the
Syneos Health, Inc. Human Resources Department (HRSupportServicesAmerica@SyneosHealth.com). For any
intragroup transfers of Data outside the EEA or the UK, the transfer will be under the European Commission’s
model contracts for the transfer of personal data to third countries (i.e., the standard contractual clauses) (the
“Model Clauses”), or any equivalent contracts issued by the relevant competent authority of the UK (as applicable),
unless the data transfer is to a country that has been determined by the European Commission or the relevant UK
authorities (as applicable) to provide an adequate level of protection for individuals’ rights and freedoms for their
personal data. Please contact the Syneos Health Privacy Office (data.privacy@syneoshealth.com) should you wish to
receive a copy of the relevant Model Clauses.
11.
Data Privacy Provisions Applicable to Participants in all Countries.
Where provided by applicable law, the Participant may have the right to exercise certain rights with respect to their
Data, which may be subject to certain limitations and exclusions. For example, these rights may include the right to
know what Data is processed, access to Data, rectification of Data, erasure of Data, restriction of processing of Data
(including, where applicable, the restriction on the sale of Data), and portability of Data. The Participant may also
have the right to object to the processing of Data, as well as to opt-out of the Plan, in any case without cost, by
contacting in writing the Syneos Health, Inc. Human Resources Department. The Participant understands, however,
that the Participant's participation in the Plan may be limited and the Company and the Employer may not be able
to grant the Participant RSUs or other equity awards or administer or maintain such awards if the Participant
refuses to provide Data. The Participant agrees to provide full cooperation in executing data privacy consent forms,
agreements or any related documentation that the Company and/or the Employer deem necessary for the purpose of
administering the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the
future.
When the Company and the Employer no longer need to use Data for the purposes above or do not need to retain it
for compliance with any legal or regulatory purpose, each will take reasonable steps to remove Data from their
systems and/or records containing the Data and/or take steps to properly anonymize it so that the Participant can no
longer be identified from it. Further information concerning the Company’s data retention practices can be found in
the Company’s Records Management Policy.
12.
Language. The Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an
advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms and conditions of
this Agreement. Furthermore, if the Participant has received this Agreement or any other document related to the Plan
US-DOCS\112623669.1
10
13.
14.
15.
16.
17.
translated into a language other than English and if the meaning of the translated version is different than the English
version, the English version will control.
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related
to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the Company.
Imposition of Other Requirements. The Company reserves the right to impose any other requirements on the
Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the
Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to
sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Appendix C. Notwithstanding any provisions in this Agreement, the RSUs shall be subject to any additional terms and
conditions set forth in Appendix C for the Participant’s country. Appendix C constitutes part of this Restricted Stock
Unit Agreement.
Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on the Participant’s or
the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider
trading restrictions and/or market abuse laws, which may affect the Participant’s ability to accept, acquire, sell or
otherwise dispose of Shares or rights to Shares or rights linked to the value of Shares (e.g., phantom awards, futures)
during such times as the Participant is considered to have “inside information” regarding the Company (as defined by
the laws or regulations in the applicable jurisdiction). Local insider trading laws and regulations may prohibit the
cancellation or amendment of orders the Participant places before possessing inside information. Furthermore, the
Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to
know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third
parties include fellow employees.
Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be
imposed under any applicable Company insider trading policy. The Participant is responsible for complying with any
applicable restrictions and should speak with a personal legal advisor on this matter.
Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or
account reporting requirements and/or exchange controls which may affect the Participant’s ability to acquire or hold
Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale
proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The
Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her
country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the
Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain
US-DOCS\112623669.1
11
time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such
regulations, and the Participant should consult his or her personal legal advisor for any details.
18.
Miscellaneous Provisions.
(a)
(b)
(c)
(d)
Securities or Exchange Control Laws Requirements. No Shares will be issued or transferred pursuant to this
Agreement unless and until all then applicable requirements imposed by U.S. or non-U.S. federal and state
securities or exchange control laws, rules and regulations and by any regulatory agencies having jurisdiction,
and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to
the issuance of Shares pursuant to this Agreement, the Company may require the Participant to take any
reasonable action to meet those requirements. The Committee may impose such conditions on any Shares
issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under
the U.S. Securities Act of 1933, as amended, under the requirements of any exchange upon which shares of
the same class are then listed and under any blue sky or other securities laws applicable to those Shares.
Non-Transferability. The RSUs and the rights and privileges conferred thereby shall be non-transferrable
except as provided by Section 15.3 of the Plan. Any Shares delivered hereunder will be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange
upon which such shares are listed, any applicable U.S. or non-U.S. federal, state or local laws and any
agreement with, or policy of, the Company or the Committee to which the Participant is a party or subject,
and the Committee may cause orders or designations to be placed upon any certificate(s) or other document(s)
delivered to the Participant, or on the books and records of the Company’s transfer agent, to make appropriate
reference to such restrictions.
No Right to Continued Service. Nothing in this Agreement or the Plan confers any right or obligation upon
the Participant or the Company or any Subsidiary, including the Employer, to continue the Participant’s
employment with the Employer.
Notification. Any notification required by the terms of this Agreement will be given by the Participant (i) in a
writing addressed to the Company at its principal executive office and will be deemed effective upon actual
receipt when delivered by personal delivery or by registered or certified mail, with postage and fees prepaid,
or (ii) by electronic transmission to the Company’s e-mail address of the Company’s General Counsel and
will be deemed effective upon actual receipt. Any notification required by the terms of this Agreement will be
given by the Company: (x) in a writing addressed to the address that the Participant most recently provided to
the Company and will be deemed effective upon personal delivery or within three
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12
(3) days of deposit with the United States Postal Service or non-U.S. equivalent, by registered or certified
mail, with postage and fees prepaid; or (y) by facsimile or electronic transmission to the Participant’s primary
work fax number or e-mail address (as applicable) and will be deemed effective upon confirmation of receipt
by the sender of such transmission.
Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto
with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other
agreements, representations or understandings (whether oral or written and whether express or implied) that
relate to the subject matter of this Agreement.
Waiver. No waiver by the Company of any breach or condition of this Agreement by the Participant or any
other Participant will be deemed to be a waiver by the Company of any other or subsequent breach or
condition whether of like or different nature.
Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon,
the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal
representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and
legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and
have agreed in writing to be joined herein and be bound by the terms hereof.
Severability. Except as provided in the Mutual Arbitration Agreement, the provisions of this Agreement are
severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole
or in part, then the remaining provisions will nevertheless be binding and enforceable.
Amendment. Except as otherwise provided in the Plan or the Mutual Arbitration Agreement, this Agreement
will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.
Choice of Law; Jurisdiction. Except as provided in the Mutual Arbitration Agreement, this Agreement and all
claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based
upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware,
excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction.
Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of
which will be an original, with the same effect as if the signatures to each were upon the same instrument.
(e)
(f)
(g)
(h)
(i)
(j)
(k)
US-DOCS\112623669.1
13
(l)
IRC Section 409A. This Section 18(l) applies only to Participants who are U.S. taxpayers.
Anything in this Agreement to the contrary notwithstanding, RSUs that are non‑qualified deferred
compensation subject to Section 409A of the Code and that vest as a result of the Participant’s termination of
employment under Section 2(b), 2(c), or 2(d) hereof shall be settled within 60 days of the date the Participant
experiences a “separation from service,” within the meaning of Section 409A of the Code (“Separation from
Service”). If the Participant is a “specified employee” within the meaning of Section 409A of the Code as of
the date of the Separation from Service (as determined in accordance with the methodology established by
the Company as in effect on the Date of Termination), any RSUs that are non-qualified deferred
compensation that are payable upon a Separation from Service shall instead be settled on the first business
day that is after the earlier of (i) the date that is six months following the date of the Participant’s Separation
from Service or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise
required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor
provision thereto.
(m)
Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement, together
with any appendices hereto. The Participant has read and understands the terms and provisions of the Plan
and this Agreement, as well as the attached Restrictive Covenants Agreement and Mutual Arbitration
Agreement and accepts the RSUs subject to all of the terms and conditions of the Plan and these Agreements.
In the event of a conflict between any term or provision contained in this Agreement and a term or provision
of the Plan, the applicable term and provision of the Plan will govern and prevail. The Participant must
accept this Agreement electronically pursuant to the online acceptance procedure established by the
Company within 30 days after the Agreement is presented to the Participant for review. If the
Participant fails to accept the Agreement within such 30-day period, the Company may, in its sole
discretion, rescind the Award in its entirety. By electronically accepting the Agreement, the Participant
is also accepting the Restrictive Covenants Agreement and Mutual Arbitration Agreement, and this
Award is granted under and governed by the terms and conditions of the Plan and these Agreements.
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[Signature page follows]
14
IN WITNESS WHEREOF, the Company and the Participant have executed this Global Restricted Stock Unit Award
Agreement and any appendices thereto as of the date first written above.
SYNEOS HEALTH, INC.
/s/ Alistair Macdonald
By:
Name: Alistair Macdonald
Title:
Chief Executive Officer
PARTICIPANT
[Electronic Signature]
Participant Signature
Name: [Participant Name]
Acceptance Date: [Acceptance Date]
US-DOCS\112623669.1
[Signature Page – Global Restricted Stock Unit Award Agreement]
APPENDIX A
RESTRICTIVE COVENANTS AGREEMENT
The Participant acknowledges and agrees that in light of the Participant’s access to Confidential Information and
Participant’s position of trust and confidence with the Company or its Subsidiaries, Participant shall be subject to the restrictive
covenants set forth herein. The Participant knows that the promises in this Restrictive Covenants Agreement (“RCA”) are an
important way for the Company and its Subsidiaries to protect their proprietary interests and understands that the terms of this
RCA are affected by the location in which the Participant is employed, as stated in Attachment A and Attachment B to this RCA.
As a condition of the grant of the RSUs, the Participant agrees as follows:
1.
Definitions. Capitalized terms not otherwise defined in this RCA shall have the same meanings as set forth in
the Syneos Health, Inc. 2018 Equity Incentive Plan, and the Global Restricted Stock Unit Award Agreement (including the
Appendix C and any other appendix attached thereto). The following terms shall have the following meanings for the purposes of
this RCA:
(a)
Subsidiaries.
“Termination Date” means the last day of the Participant’s employment by the Company or any of its
(b)
“Non-Solicit Restricted Period” means the period commencing on the Termination Date and ending twelve
(12) months after the Termination Date.
(c)
“Non-Compete Restricted Period” means the period commencing on the Termination Date and ending twelve
(12) months after the Termination Date.
(d)
“Company Customer” means a person or entity for whom the Company or any of its Subsidiaries was
providing services either at the time of, or at any time within the twelve (12) months preceding the Termination Date, and for
whom the Participant had direct contact with and/or carried out or oversaw a material business responsibility during said twelve
(12) month period or about whom the Participant had exposure to or received Confidential Information as a result of the
Participant’s employment with the Company or any of its Subsidiaries.
(e)
“Prospective Customer” means a person or entity (i) that the Participant contacted for the purpose of
soliciting business on behalf of the Company or any of its Subsidiaries during the twelve (12) months preceding the Termination
Date; or (ii) to which the Company or any of its Subsidiaries had submitted a bid or proposal for services during the twelve (12)
months preceding the Termination Date, and in which bid or proposal the Participant was involved in any material respect.
(f)
“Company Person” means any person who is an employee of or consultant to the Company or any of its
Subsidiaries as of the Termination Date.
(g)
“Company Business” means (i) developing, marketing, selling and/or providing services to pharmaceutical,
biotechnology, life sciences, medical device and medical diagnostic companies regarding: (A) the commercialization of
pharmaceuticals, biologics, medical devices
US-DOCS\112623669.1
A-1
or diagnostic products, including, but not limited to, outsourced sales and related operations, marketing, naming/branding,
advertising, public relations, medical communications and medication adherence services for the Company’s clients, (B) the
provision of clinical trials and related support services including, but not limited to, bioanalysis, biostatistics, data management,
feasibility studies, global safety and pharmacovigilance, laboratory operations, medical writing, project management, protocol
and case report form design, quality assurance, regulatory affairs and consulting, medical oversight, risk management, site and
patient recruitment, site management, strategic planning, study monitoring and late stage services for the Company’s clients, (C)
the staffing of clinical trial and/or clinical research and development personnel for the Company’s clients, and (D) the provision
of consulting services including, but not limited to, brand management, business development, clinical development, commercial
strategy and organizational design, product launch planning, medical affairs, pricing and market access and risk evaluation and
mitigation strategy for the Company’s clients; and (ii) any other business that the Company and its Subsidiaries engage in, or that
the Company and its Subsidiaries have developed definitive plans to engage in, as of the Termination Date.
(h)
“Restricted Area” means the following geographical areas: (i) any city, metropolitan area, county (or similar
political subdivision in foreign countries) in which the Participant personally provided material services on behalf of the
Company during the twelve (12) months prior to the Termination Date; (ii) within a 60-mile radius of the location(s) where the
Participant had an office during the twelve (12) months prior to the Termination Date; (iii) within a 60 mile radius of Raleigh,
North Carolina; and (iv) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which the
Company or any of its Subsidiaries is located or does or did business, during the twelve (12) months prior to the Termination
Date.
(i)
“Confidential Information” means without limitation, any confidential or proprietary information or materials
of the Company or its Subsidiaries, whether of a technical, business, or other nature, including information and materials which
relate to operations, processes, products, promotional material, developments, patent applications, formulas, sponsor or client
lists, manufacturing processes, trade secrets, basic scientific data, data systems, employment policies, formulation information,
budgets, bids, proposals, study protocols, coding devices, and any other confidential data or proprietary information in
connection with the Company, its Subsidiaries or their business affairs, including but not limited to any information relating to
the operation of the Company’s and/or its Subsidiaries’ business which the Company or its Subsidiaries may from time to time
designate as confidential or proprietary or that Participant reasonably knows should be, or has been, treated by the Company
and/or its Subsidiaries as confidential or proprietary. Confidential Information encompasses all formats in which information is
preserved, whether electronic, print or in any other form, including all originals, copies, notes or other reproductions or replicas
thereof. Any trade secrets of the Company or its Subsidiaries will be entitled to all of the protections and benefits under any
applicable trade secrets law, whether statutory or common law, including but not limited to the Delaware Uniform Trade Secrets
Act, Del. Code Ann. tit. 6, §§ 2001–2009, the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. §§ 66-152 et seq.,
the Massachusetts Uniform Trade Secrets Act, M.G.L. ch. 93, §§ 42 to 42G, and the California Uniform Trade Secrets Act, Cal.
Civ. Code §§ 3426 et seq. If any information that the Company deems to be a trade secret is found by a court of competent
jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential Information for purposes of
this RCA.
US-DOCS\112623669.1
A-2
Notwithstanding the foregoing, the term “Confidential Information” shall not include information which (i) is already
known to the Participant prior to its disclosure to the Participant by the Company; (ii) is or becomes generally available to the
public through no wrongful act of any person; (iii) is at the time of disclosure part of the public knowledge or literature through
no wrongful action by the Participant; or (iv) is received by the Participant from a third party without restriction and without any
wrongful conduct on the part of such third party relating to such disclosure. The Participant acknowledges and agrees that the
Confidential Information he/she obtains or becomes aware of as a result of his/her employment with the Company or any of its
Subsidiaries is not generally known or available to the general public, but has been developed, compiled or acquired by the
Company at its great effort and expense and that the Participant is required to protect and not disclose such information.
(j)
“Subsidiary” or “Subsidiaries” means any corporation, partnership, limited liability company, joint venture,
association, public or private limited company or other business entity at least 50% of the outstanding voting stock or voting
interests of which is at the time owned or controlled, directly or indirectly, by the Company.
2.
Non-Solicitation of Customers and Employees. The Participant agrees that during the Participant’s
employment with the Company or any of its Subsidiaries and during the Non‑Solicit Restricted Period, the Participant will not,
on the Participant’s own behalf, nor as an officer, director, stockholder, partner, associate, employee, owner, executive, consultant
or otherwise on behalf of any person, firm, partnership, corporation, or other entity:
(a)
solicit, induce, influence or attempt to solicit, induce or influence any Company Customer to (i) cease doing
business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the
Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company
and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any
other person or business that is Competitive with the Company;
(b)
solicit, induce, influence or attempt to solicit, induce or influence any Prospective Customer to (i) cease
doing business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the
Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company
and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any
other person or business that is Competitive with the Company;
(c)
provide or sell any products or services competitive with those offered by the Company and/or its
Subsidiaries to any Company Customer;
(d)
provide or sell any products or services competitive with those offered by the Company and/or its
Subsidiaries to any Prospective Customer;
(e)
interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, that
the Company and/or its Subsidiaries have with any sponsor, supplier, vendor, distributor, lessor, lessee, licensor or business
partner that transacts business with the Company and/or its Subsidiaries;
US-DOCS\112623669.1
A-3
(f)
solicit, induce, encourage, entice or attempt to solicit, induce, encourage or entice any Company Person to
terminate or alter his or her employment or engagement with the Company or any of its Subsidiaries; or
(g)
employ or hire as an officer, director, employee, agent, consultant or independent contractor any Company
Person.
3.
Non-Competition.
(a)
The Participant agrees that, during the Participant’s employment with the Company or any of its Subsidiaries,
and during the Non-Compete Restricted Period, the Participant will not, within the Restricted Area, for the Participant’s own
behalf or for any other person or entity, own, manage, operate or participate in the ownership, management, operation or control
of, or be employed by or provide services to, any person, business or entity which competes with the Company Business if
Participant would:
(i)
have responsibilities or perform services that are entirely or substantially similar to the
responsibilities or services that the Participant had or provided at the time of, or at any time within the twelve (12)
months preceding the Termination Date;
(ii)
be involved in creating, developing, modifying, accessing, utilizing or relying upon confidential
information that is similar or relevant to that Confidential Information to which Participant created, developed,
modified, accessed, utilized or relied upon during the Participant’s employment with the Company or any of its
Subsidiaries; or
(iii)
use, disclose, or engage in activity in which the Participant would be reasonably expected to use or
disclose any Confidential Information.
(b)
Notwithstanding the foregoing, the Participant’s ownership, directly or indirectly, of not more than one
percent (1%) 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 this Section.
4.
Business Opportunities. The Participant, while he or she is employed by the Company and its Subsidiaries,
agrees to offer or otherwise make known or available to the Company or any Subsidiary, as directed by the Company and
without additional compensation or consideration, any business prospects, contracts or other business opportunities that he or she
may discover, find, develop or otherwise have available to him or her in any field in which the Company or any of its
Subsidiaries is engaged, and further agrees that any such prospects, contracts or other business opportunities shall be the property
of the Company.
5.
Confidentiality.
(a)
The Participant acknowledges that during his or her employment with the Company, he or she has and will
necessarily become informed of, and have access to, the Confidential Information of the Company, and that the Confidential
Information, even though it may be contributed, developed or acquired in whole or in part by the Participant is the Company’s
exclusive property to be held by the Participant in trust and solely for the Company’s benefit.
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A-4
Accordingly, except as required by law, the Participant shall not, at any time, either during or subsequent to his or her
employment, as applicable, use, reveal, report, publish, copy, transcribe, transfer or otherwise disclose to any person, corporation
or other entity, any of the Confidential Information without the prior written consent of the Company, except to responsible
officers and employees of the Company and its Subsidiaries and other responsible persons who are in a contractual or fiduciary
relationship with the Company or one of its Subsidiaries and except for information that legally and legitimately is or becomes of
general public knowledge from authorized sources other than the Participant.
(b)
This RCA shall not prevent Participant from (i) reporting, without prior approval from the Company,
possible violations of federal securities laws or regulations to any governmental agency or entity, including but not limited to, the
Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other
disclosures that are protected under the whistleblower provisions of federal law or regulation; (ii) filing a charge of
discrimination with the Equal Employment Opportunity Commission; (iii) cooperating with the Equal Employment Opportunity
Commission in an investigation of alleged discrimination; (iv) revealing evidence of criminal wrongdoing to law enforcement;
(v) testifying in any cause of action when required to do so by law, or (vi) divulging Confidential Information pursuant to an
order of court or agency of competent jurisdiction. However, with respect to (v) and (vi) only, Participant must promptly inform
the Company of any such situations and shall take such reasonable steps to prevent disclosure of the Company’s Confidential
Information until the Company has been informed of such requested disclosure and the Company has had an opportunity to
respond to the court or agency.
Further, 18 U.S.C. § 1833(b) states: “An individual shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a
suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is
made under seal.” Accordingly, the parties to this RCA have the right to disclose in confidence trade secrets to federal, state, and
local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The
parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is
made under seal and protected from public disclosure. Nothing in this RCA is intended to conflict with 18 U.S.C. § 1833(b) or
create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
6.
Prior Restrictive Covenants. The restrictive covenants contained in this RCA are in addition to, and not in lieu
of, any other restrictive covenants between the Participant and the Company or any of its Subsidiaries. For the avoidance of
doubt, any and all of the Participant’s restrictive covenants agreed to prior to entering into this RCA (“Prior Restrictive
Covenants”) will survive and supersede the restrictive covenants set forth in this RCA to the extent that any Prior Restrictive
Covenant is for a longer period of time or is more restrictive in scope or location than the restrictive covenants set forth in this
RCA. A breach of any such Prior Restrictive Covenant will also constitute a breach of this RCA.
US-DOCS\112623669.1
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7.
Injunctive Relief and Tolling. Participant acknowledges and agrees that if Participant breaches any of the
provisions of Sections 2 through 6 hereof, it will cause irreparable damage to the Company and/or its Subsidiaries for which
monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company
shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a
restraining order or an injunction to preserve or restore the status quo pending arbitration under the Mutual Arbitration
Agreement, and will additionally be entitled to an award of attorneys’ fees incurred in connection with securing any relief
hereunder. Such right to equitable or extraordinary relief shall not be exclusive but shall be in addition to all other rights and
remedies to which the Company may be entitled at law or in equity, including, without limitation, the right to recover monetary
damages for the breach by Participant of any of the provisions of this RCA. Further, Participant understands that if Participant
breaches any of the provisions in Sections 2 through 6 of this RCA, the applicable restricted period will be extended for a period
of time equal to the period of time Participant spent in breach of this RCA. If the Company is required to seek injunctive relief
from such breach, then the applicable restricted period shall be extended for a period of time equal to the pendency of such
proceedings, including all appeals.
8.
Termination. Participant may terminate the employment relationship for any reason at any time upon giving
the Company thirty (30) days prior written notice, as applicable law permits. In the case of a termination by the Company other
than a termination for Cause (as defined in the Plan), the Company will provide thirty (30) days prior written notice of
termination, as applicable law permits. In each case, the Company may, in its discretion, relieve the Participant of some or all of
his/her duties during all or a part of such notice period. Subject to the forgoing notice obligation, the Participant’s employment
with the Company shall remain at will, as applicable law permits.
9.
Return of Company Property. By no later than the Termination Date, the Participant shall promptly deliver to
the Company all property and possessions of the Company and its Subsidiaries, including all drawings, manuals, letters, notes,
notebooks, reports, copies, deliverables containing Confidential Information and all other materials relating to the Company and
any of its Subsidiaries’ business that are in the Participant’s possession or control.
10.
Governing Law, Forum. Except as provided in any Mutual Arbitration Agreement, this RCA and all
disputes, claims or controversies arising out of or related to this RCA, shall be governed (i) for U.S. Participants, by the laws of
the State of Delaware without regard for reference to any choice or conflict of law principles of any jurisdiction. The parties
agree that any proceeding seeking temporary or preliminary injunctive relief to preserve or restore the status quo pending
arbitration of any disputes, claims or controversies arising out of or related to this RCA shall be brought exclusively in the state
or federal courts in the State of Delaware, and the Participant voluntarily submits to the exclusive jurisdiction over the
Participant’s person by a court of competent jurisdiction located within the State of Delaware. The parties hereby irrevocably
waive any objection they may now or hereafter have to the laying of venue of any such proceeding in the State of Delaware, and
further irrevocably waive any claim they may now or hereafter have that any such proceeding brought in said court(s) has been
brought in an inconvenient forum. (ii) for Participants employed outside of the U.S, by the laws of the country in which
Participant is employed without regard for reference to any choice or conflict of law principles of any
US-DOCS\112623669.1
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jurisdiction, and the parties agree that any action or proceeding with respect to this RCA or the Participant’s employment with the
Company shall be brought exclusively in the courts in the country in which the Participant is employed.
11.
Amendment, Modification or Waiver. This RCA may not be changed orally, and no provision of this RCA
may be amended or modified unless such amendment or modification is in writing, signed by the Participant and by a duly
authorized officer of the Company. No act or failure to act by the Company will waive any right, condition or provision contained
herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.
12.
Severability. In case any one or more of the provisions contained in this RCA shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other
provisions of this RCA, but this RCA shall be construed as if such invalid, illegal, or other unenforceable provision had never
been contained herein. If, moreover, any one or more of the provisions contained in this RCA shall for any reason be held to be
excessively broad as to duration, geographical scope or subject, it shall be construed by limiting it and reducing it so as to be
enforceable to the extent compatible with applicable law as it shall then appear.
13.
Miscellaneous.
(a)
The Participant’s and the Company’s obligations hereunder shall continue in full force and effect in the event
that the Participant’s job title, responsibilities, work location or other conditions of his/her employment with the Company change
subsequent to the execution of the RCA, without the need to execute a new RCA.
(b)
Participant agrees to provide a copy of Sections 1 through 6 of this RCA to any subsequent employers or
prospective employers during the applicable period of restriction (including but not limited to the Non-Solicit Restricted Period
and the Non-Compete Restricted Period). The Participant specifically authorizes the Company to notify any subsequent
employers or prospective employers of the Participant of the restrictions on the Participant contained in this RCA and of any
concerns the Company may have about actual or possible conduct by the Participant that may be in breach of this RCA. The
Participant agrees to promptly notify the Company of any offers to perform services, any engagements to provide services, and/or
actual work of any kind, whether as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint
venturer, investor, lender, or in any other capacity whatsoever during the period of his/her employment by the Company or any of
its Subsidiaries and during the Non‑Solicit Restricted Period and the Non-Compete Restricted Period. Such notice must be
provided prior to the commencement of any such services or work.
(c)
The rights and remedies of the parties under this RCA are cumulative (not alternative) and in addition to all
other rights and remedies available to such parties at law, in equity, by contract or otherwise.
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(d)
The obligations in this RCA shall survive Participant’s termination of employment with the Company or a
Subsidiary and the assignment of this RCA by the Company to any successor in interest or other assignee.
[remainder of page intentionally blank]
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Attachment A to RCA
California Law Modifications
This Attachment A modifies certain terms of the RCA while Participant is providing services to the Company, if
Participant is based in California. If, at any time, Participant is relocated by the Company, to another state outside of
California, the unmodified terms of the RCA will apply and this Attachment A will no longer apply. Similarly if Participant is
originally based in a state outside of California, but the Company relocates Participant to California, the modified terms of this
Attachment A will apply, as set forth below. For purposes of this RCA, Participant may only be employed in one state at any
given time and any travel required by Participant’s role will not affect the Company’s determination of where Participant is
based.
Section 2 shall be deleted and replaced as follows:
2. Non-Solicitation of Employees. The Participant agrees that during the Participant’s employment with the Company
or any of its Subsidiaries and during the Non-Solicit Restricted Period, the Participant will not, on the Participant’s own behalf,
nor as an officer, director, stockholder, partner, associate, employee, owner, executive, consultant or otherwise on behalf of any
person, firm, partnership, corporation, or other entity, solicit, induce, encourage, entice or attempt to solicit, induce, encourage or
entice any Company Person to terminate or alter his or her employment or engagement with the Company or any Subsidiaries or
to accept employment or engagement with any other person or entity.
Section 3(a) shall be deleted and replaced as follows:
(a) During Participant’s employment with the Company or any of its Subsidiaries, Participant shall not, directly or
indirectly, either alone or in conjunction with any person, firm, association, company, corporation or other entity own, manage,
operate or participate in the ownership, management, operation or control of, or be employed by or provide services to, any
person, business or entity which is competitive with the Company Business if Participant would: (i) have responsibilities that are
entirely or substantially similar to the responsibilities Participant has, or had held, at any time during Participant’s employment
with the Company or any of its Subsidiaries; or (ii) be involved in creating, developing, modifying, accessing, utilizing or relying
upon confidential information that is similar or relevant to that Confidential Information to which Participant created, developed,
modified, accessed, utilized or relied upon during Participant’s employment with the Company or any of its Subsidiaries.
Section 10 shall be deleted and replaced as follows:
10.
Governing Law
This RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed by and
construed in accordance with the laws of the state of California, without giving effect to any choice of law or conflict of law
provision or rule (whether of California or any other jurisdiction) that would cause the application of the law of any
jurisdiction other than the State of California. Participant agrees that venue for any proceeding seeking temporary or preliminary
injunctive relief to preserve or restore the status quo pending arbitration of any
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disputes, claims or controversies arising out of or related to this RCA is proper in the federal or state courts of Orange County,
California and that these courts shall have exclusive jurisdiction over any such proceeding and Participant specifically consents to
personal jurisdiction in such court(s), even if Participant does not reside in Orange County at the time of the dispute. Participant
hereby irrevocably waives any objection Participant may now or hereafter have to the laying of venue of any such proceeding in
the State of California, and further irrevocably waives any claim Participant may now or hereafter have that any such proceeding
brought in said court(s) has been brought in an inconvenient forum.
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Attachment B to RCA
This Attachment B modifies certain terms of the RCA while Participant is providing services to the Company, if
Participant is based in Massachusetts. If, at any time, Participant is relocated by the Company, to another state outside of
Massachusetts, the unmodified terms of the RCA will apply and this Attachment B will no longer apply. Similarly if Participant
is originally based in a state outside of Massachusetts, but the Company relocates Participant to Massachusetts, the modified
terms of this Attachment B will apply, as set forth below. For purposes of this RCA, Participant may only be employed in one
state at any given time and any travel required by Participant’s role will not affect the Company’s determination of where
Participant is based.
Section 1(c) of the RCA shall be deleted and replaced as follows:
(c) “Non-Compete Restricted Period” means the period commencing on the Termination Date and ending twelve (12)
months after the Termination Date, provided that the Participant’s employment with the Company was due to the Participant’s
voluntary separation from employment with the Company or the involuntary termination of the Participant’s employment by the
Company for cause; provided, however, that in the event that the Company files an action to enforce rights arising out of this
RCA, the Non-Compete Restricted Period shall be extended for all periods in which the Participant is determined by the Court to
have been in violation of the Participant’s obligations under this RCA or any other fiduciary obligation owed to the Company.
Section 3 of the RCA shall be amended to include the following:
(c) If, prior to October 1, 2018, the Participant entered into an agreement with the Company containing non-
competition and/or non-solicitation covenants, the Participant hereby reaffirms that the Participant is subject to, and bound by, the
pre- and post-termination non‑competition and non-solicitation covenants set forth in those agreements.
Section 10 shall be deleted and replaced as follows:
10.
Governing Law
This RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or
conflict of law provision or rule (whether of Massachusetts or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than the Commonwealth of Massachusetts. Participant agrees that venue for any proceeding seeking
temporary or preliminary injunctive relief to preserve or restore the status quo pending arbitration of any disputes, claims or
controversies arising out of or related to this RCA is proper in the federal or state courts in the county within Massachusetts
where the Participant resides or the Suffolk County Business Litigation Session, and that these courts shall have exclusive
jurisdiction over any such proceeding and Participant specifically consents to personal jurisdiction in such court(s), even if
Participant does not reside in Suffolk County at the time of the dispute. Participant hereby irrevocably waives any objection
Participant may now or hereafter have to the laying of venue of any such proceeding in the Commonwealth of
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Massachusetts, and further irrevocably waives any claim Participant may now or hereafter have that any such proceeding
brought in said court(s) has been brought in an inconvenient forum.
Section 13 of the RCA shall be amended to include the following:
(e)
Participant has the right to consult with legal counsel prior to entering into this RCA.
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APPENDIX B
MUTUAL ARBITRATION AGREEMENT
This Mutual Arbitration Agreement (“Agreement”) sets forth the terms of the agreement between Syneos Health, Inc.
and the Participant (the “Parties”) regarding an alternative approach for resolving employment-related disputes.
1.
Mutual Arbitration Agreement
a.
Except as described in Section 3, titled “Claims Not Covered by this Agreement,” all disputes, claims,
complaints, or controversies (“Claims”) that Participant has now, or at any time in the future may have,
against the Company and/or any of its parents, subsidiaries, affiliates, predecessors, successors, assigns,
current, former, or future officers, directors, employees, and/or those acting as an agent of the Company
(which make up the definition of the “Company” for purposes of this Agreement), or that the Company has
now or at any time in the future may have against Participant (“Covered Claims”), arising out of and/or
related to Participant’s application for employment with the Company, employment with the Company,
and/or the termination of Participant’s employment with the Company will be resolved by arbitration and
NOT by a court or jury.
Claims that the Parties agree to arbitrate include, but are not limited to, the following:
•
•
•
•
•
claims for breach of contract, tort claims, and claims for wrongful discharge;
discrimination and/or harassment claims, retaliation claims, and claims for failure to accommodate;
claims for overtime, wages, leaves, paid time off, sick days, compensation, penalties or restitution, or
any other form of remuneration or pay;
all claims for violation of a federal, state, or local statute or ordinance creating employment rights
including but not limited to claims under the Fair Labor Standards Act (“FLSA”), Title VII of the Civil
Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Worker
Adjustment and Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Americans
With Disabilities Act (“ADA”), and the Family and Medical Leave Act (“FMLA”); and
any other claim under any federal, state, or local statute, constitution, regulation, rule, ordinance, or
common law, arising out of and/or related to your application for employment with the Company, your
employment with the Company, and/or the termination of your employment with the Company.
THE PARTIES HEREBY FOREVER WAIVE AND GIVE UP THE RIGHT TO HAVE A JUDGE OR A JURY
DECIDE ANY COVERED CLAIMS. Either party to
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this Agreement may make application to a court for temporary or preliminary injunctive relief in aid of arbitration or
for the maintenance of the status quo pending arbitration.
2.
Class, Collective, and Representative Action Waiver:
a. Waiver of Class, Collective, and Representative Actions: To the maximum extent permitted by applicable law,
the parties agree that no Covered Claims may be initiated or maintained on a class action, collective action, or
representative action basis either in court or arbitration. In California, however, this waiver does not extend to
representative claims brought pursuant to California’s Private Attorney General Act (“PAGA”). This means
that neither party may serve or participate as a class, collective, or representative action member or
representative, or receive any recovery from a class, collective, or representative action involving Covered
Claims either in court or in arbitration. In addition, neither Participant nor the Company may participate as a
plaintiff or claimant in a class, collective, or representative action to the extent that the action asserts Covered
Claims against Participant or the Company. Nothing in this Agreement will preclude Participant or the
Company from testifying or providing information in a class action, collective action or representative
action. Claims brought pursuant to the PAGA will be litigated in Court, not arbitration.
b. Court to Decide Enforceability of the Waiver: A court of competent jurisdiction, not an arbitrator, must
resolve issues concerning the enforceability or validity of the class action, collective action, or representative
action waiver set forth above.
c. No Prohibition On Filings Or Communications With Government Agencies: Nothing in this Agreement shall
prohibit Participant from filing a charge, complaint or claim, or communicating or cooperating with,
providing information to, or participating in an investigation by the U.S. Equal Employment Opportunity
Commission, the National Labor Relations Board, the U.S. Department of Labor, the Occupational Safety
and Health Administration, or any other federal, state or local administrative agency. To the extend a Covered
Claim is not fully and finally resolved before the agency, it is subject to arbitration under this Agreement
rather than any proceeding in court.
3.
Claims Not Covered by this Agreement. The following claims shall not be covered by this Agreement:
a. Claims for workers’ compensation benefits (provided that claims for workers’ compensation retaliation
remain Covered Claims);
b. Claims for unemployment compensation benefits;
c. Claims for any relief asserted under or governed by the Employee Retirement Income Security Act of 1974
(“ERISA”); resolution of such claims will be governed by the terms of the applicable plan and applicable
law;
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d. Claims that are subject to the exclusive jurisdiction of the National Labor Relations Board;
e. Claims brought with the California Division of Labor Standards Enforcement while pending with the agency;
f.
Claims brought pursuant to California’s Private Attorney General Act (“PAGA”); and
g. Any claim that is expressly precluded from inclusion in this Arbitration Agreement by a governing federal
statute.
4.
Arbitration Procedures
a.
The parties will use the Judicial Arbitration and Mediation Services (“JAMS”), subject to the JAMS
Employment Arbitration Rules and Procedures and the JAMS Policy on Employment Arbitration Minimum
Standards of Procedural Fairness (“JAMS Arbitration Rules”), or any successor rules, available at
www.jamsadr.com or a copy will be provided upon request from Human Resources, unless those rules and/or
procedures conflict with any express term of this Agreement, in which case this Agreement is controlling. To
the extent JAMS is unavailable to process the arbitration, any successor arbitration forum will be used or, if
there is no successor forum, the parties will select an alternative arbitrator or forum or one will be appointed
by a court, and the arbitration will proceed under the rules most applicable to employment claims, except to
the extent that such rules conflict with this Agreement, in which case this Agreement is controlling.
To initiate an arbitration with JAMS, complete a Demand for Arbitration Form, available at:
www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf. Please follow the instructions
contained in the Demand for Arbitration Form and submit your completed Demand for Arbitration Form,
along with a form showing that you served the Demand for Arbitration (“Proof of Service”), the entire
contract containing the arbitration clause, and the requisite filing fee, to your local JAMS Resolution
Center. JAMS Resolution Centers can be found on the JAMS website at: www.jamsadr.com/locations/
b. No arbitration under this Agreement shall be subject to the JAMS Class Action Procedures.
c.
The arbitration will be heard by a single arbitrator at a location within 50 miles of where Participant worked
for the Company in the U.S. at the time the claim arose, unless both parties agree otherwise. In the event
Participant is a field-based employee, or works primarily from their residence, the residence at the time the
claim arose shall be considered the work location for purposes of determining the location of the
arbitration. In the event Participant is working for the Company outside of the U.S. on temporary assignment
or is otherwise located outside the
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U.S. when the claim arises, Participant agrees that the arbitration will take place in North Carolina.
d. Any Party shall have the right to file a motion to dismiss and/or a motion for summary judgment, which the
arbitrator shall have the authority and obligation to decide by application of the Federal Rules of Civil
Procedure governing such motions.
e.
f.
The arbitrator is authorized to award any party the full remedies that would be available to such party if the
Covered Claim had been filed in court, including attorneys’ fees and costs. Thus, for example, Participant
shall be entitled to recover attorney’s fees and costs in any arbitration in which Participant asserts and
prevails on any statutory claims to the same extent as Participant could in court.
The arbitrator shall issue a final and binding written award, subject to review on the grounds set forth in the
Federal Arbitration Act (“FAA”). No award or decision by the arbitrator shall have any preclusive effect on
issues or claims in any other arbitration or court proceeding, unless all of the parties in the other proceeding
were also named parties in the arbitration in which the award or decision was issued.
5.
Arbitration Fees and Costs
a.
b.
In the event Participant files a claim under this Agreement, Participant will pay the arbitration provider’s
employee-designated filing fee, or the normal filing fee in the state or federal court in which the dispute
arose, whichever is lowest, and the Company will pay any amount of the JAMS fee in excess of that amount.
The Company will pay any other JAMS administrative fees, the arbitrator’s fees, and any additional fees
charged by the arbitral forum.
6.
Other Provisions:
a.
Time Limitation for Commencing Arbitration: The same statute of limitations (the maximum time that parties
have to initiate legal proceedings from the date a claim arises) that would have applied if the Covered Claim
was filed in court will apply to any Covered Claim. Arbitration is to be commenced consistent with the
JAMS arbitration rules and procedures, as applicable
b. Agreement Survives Termination of Employment: This Agreement will survive the termination of
Participant’s employment with the Company. This Agreement supersedes any prior agreement between the
parties regarding the subject matter of dispute resolution of Covered Claims.
c.
Construction and Severability:
i.
Except as expressly provided elsewhere in this Agreement, any issue concerning the validity or
enforceability of this Agreement, and any issue concerning the arbitrability of a particular issue or
claim pursuant to this
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Agreement, must be resolved by the arbitrator, not the court. A court, not an arbitrator, must
resolve issues concerning the enforceability or validity of the class action, collective action, or
representative action waivers set forth above.
ii. Except at stated below, if any part or provision of this Agreement is found to be void, voidable, or
otherwise unenforceable, that part or provision shall be severed and such a finding will not affect
the validity of the remainder of the Agreement, and all other parts and provisions remain in full
force and effect. To the extent any claims (or portions of claims) are found to be required to
proceed in court, all other Covered Claims (or portions of such claims), shall still be required to be
arbitrated.
iii.
If any portion of the class action, collective action, or representative action waiver above is found to
be void, voidable, or otherwise unenforceable, then the portion of the waiver found void or
unenforceable shall be severed from this Agreement, and all other parts and provisions shall remain
in full force and effect. In such a case, the claims (or portions of claims) found to be able to proceed
on a class action, collective action, or representative action basis shall proceed in court and not in
arbitration.
d. Governing Law: This Agreement is governed by the FAA and, to the extent not inconsistent with or
preempted by the FAA, by the laws of the state in which Participant last worked for the Company without
regard to choice or conflicts of law rules. The Company’s business, Participant’s employment with the
Company, and this Agreement affect interstate commerce. The arbitrator is obligated to follow and apply the
law applicable to any Covered Claims, and does not have the authority to enlarge upon or add to, subtract
from or disregard, or otherwise alter the Parties’ rights under such laws.
7.
Acknowledgements: By accepting the terms of this Agreement, Participant acknowledges and represent that:
a.
b.
c.
d.
e.
Participant has carefully read this Agreement, understand the terms of this Agreement, and is entering into this
Agreement voluntarily;
Participant is not relying on any promises or representations by the Company except those contained in this
Agreement;
Participant is giving up the right to have Covered Claims decided by a court, judge or jury;
Participant remains employed “at will,” and for no definite period of time;
These obligations are binding both upon Participant and Participant’s assigns, executors, administrators and legal
representatives;
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f.
g.
Participant has been given a reasonable period of time in which to consider this Agreement; and
Participant has been given the opportunity to discuss this Agreement with Participant’s own attorney or advisor
if Participant wished to do so.
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APPENDIX C
SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Restricted Stock Unit Award Agreement
Country-Specific Terms and Conditions
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Syneos Health, Inc.
2018 Equity Incentive Plan, and the Global Restricted Stock Unit Award Agreement.
Terms and Conditions
This Appendix C includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant
resides and/or works in a country listed below. If the Participant moves to another country after receiving the grant of the RSUs,
the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the
Participant.
Notifications
This Appendix C also includes information regarding exchange controls and certain other issues of which the Participant should
be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control
and other laws in effect in the respective countries as of January 2021. Such laws are often complex and change frequently. As a
result, the Company strongly recommends that the Participant not rely on the information in this Appendix C as the only source
of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of
date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and
the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek
appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or working
(or if the Participant is considered as such for local law purposes), the information contained herein may not be applicable to the
Participant in the same manner.
Terms and Conditions
ARGENTINA
Nature of Grant. This provision supplements Section 6 of the Global Restricted Stock Unit Award Agreement:
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The RSUs are an extraordinary benefit, which for labor law purposes (e.g., thirteenth month salary, Christmas bonuses, or similar
payments) are valued at the fair market value of the Shares on the date of vesting, when the Shares are delivered to the
Participant. Such value is inclusive of thirteenth month salary for the month in which the vesting occurs.
Notifications
Securities Law Information. Shares of the Company are not publicly offered or listed on any stock exchange in Argentina.
Exchange Control Information. Argentine currency exchange restrictions and reporting requirements may apply to the RSUs and
any Shares acquired under the Plan; the relevant laws and regulations are subject to frequent change. The Participant should
consult with the Participant’s personal legal advisor regarding any exchange control obligations the Participant may have in
connection with participation in the Plan.
Foreign Asset/Account Reporting Information. The Participant must report holdings of any equity interest in a foreign company
(e.g., Shares acquired under the Plan) on his or her annual tax return each year.
Terms and Conditions
AUSTRALIA
Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject
to the conditions in that Act).
Australia Offer Document. The grant of RSUs under the Plan is intended to comply with the provisions of the Corporations Act
2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Participant’s
Australia Offer Document.
Notifications
BELGIUM
Foreign Asset/Account Reporting Information. Belgian residents are required to report any security (e.g., Shares acquired under the Plan) or
bank account held outside of Belgium on their annual tax return. In a separate report, they will be required to provide the National Bank of
Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which such account
was opened). The forms to complete the report are available on the National Bank of Belgium website.
Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by a Belgian resident through a non-
Belgian financial intermediary, such as a U.S. broker. The stock exchange tax may apply when Shares acquired under the Plan
are sold. Belgian residents should consult with a personal tax or financial advisor for additional details on their obligations with
respect to the stock exchange tax.
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Terms and Conditions
CANADA
RSUs Settled in Shares Only. Notwithstanding any discretion contained in the Plan, or any provision in this Agreement to the
contrary, RSUs granted to employees in Canada shall be settled in Shares only and do not provide any right for the Participant to
receive a cash payment.
The following terms and conditions apply to residents of Quebec:
Language Consent. The parties acknowledge that it is their express wish that this Global Restricted Stock Unit Award
Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating
directly or indirectly hereto, be provided to them in English.
Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir expressément souhaité que la présente convention
(«Agreement»), ainsi que tous les documents exécutés, avis donnés et procédures judiciaires intentées, en vertu de, ou liés
directement ou indirectement à la présente convention, soient rédigés en langue anglaise.
Data Privacy. This provision supplements Section 9 of the Global Restricted Stock Unit Award Agreement:
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant
information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant
further authorizes the Company, its Subsidiaries and any stock plan service provider that may be selected by the Company to
assist with the Plan to disclose and discuss the Plan with their respective advisors. The Participant further authorizes the
Company and its Subsidiaries to record such information and to keep such information in the Participant’s employee file.
Notifications
Securities Law Information. The Participant is permitted to sell Shares acquired under the Plan through a broker acceptable to the
Company, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock
exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Global Select Market.
Foreign Asset/Account Reporting Information. Canadian residents are required to report foreign specified property, including
Shares and rights to receive Shares (e.g., RSUs granted or Shares acquired under the Plan) in a non-Canadian company, on Form
T1135 (Foreign Income Verification Statement), on an annual basis, if the total cost of the individual’s foreign specified property
exceeds C$100,000 at any time during the year. Thus, if the C$100,000 cost threshold is exceeded by other foreign property held
by the individual, RSUs must be reported. Such RSUs may be reported at a nil cost.
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For purposes of the reporting, Shares acquired under the Plan may be reported at their adjusted cost bases. The adjusted cost basis
of a Share is generally equal to the fair market value of such Share at the time of acquisition; however, if the individual owns
other Shares (e.g., acquired under other circumstances or at another time), the adjusted cost basis may be different.
The Participant should consult his or her personal tax advisor to determine the Participant’s exact reporting requirements in this
regard.
Terms and Conditions
FRANCE
Consent to Receive Information in English. By accepting the Agreement providing for the terms and conditions of the
Participant’s grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and this
Agreement) which were provided in English language. The Participant accepts the terms of those documents accordingly.
En acceptant le Contrat décrivant les termes et conditions de l’attribution, le participant confirme ainsi avoir lu et compris les
documents relatifs à cette attribution (le Plan U.S. et ce Contrat) qui ont été communiqués en langue anglaise. Le participant
accepte les termes en connaissance de cause.
Notifications
RSUs Not Tax-Qualified. The Participant understands that the RSUs are not intended to be French tax-qualified.
Foreign Asset/Account Reporting Information. French residents holding Shares outside France or maintaining a foreign bank
account are required to report such to the French tax authorities when filing their annual tax returns, including any accounts that
were closed during the year. Failure to comply could trigger significant penalties.
Notifications
GERMANY
Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal
Bank (Bundesbank). In case of payments in connection with securities (including proceeds realized from the sale of Shares or the
receipt of dividends), the report must be made by the 5th day of the month following the month in which the payment was
received. The report must be filed electronically and the form of report (“Allgemeine Meldeportal Statistik”) can be accessed via
the Bundesbank’s website (www.bundesbank.de), in both German and English. The Participant is responsible for making this
report.
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Notifications
IRELAND
Director Notification Requirement. Directors, shadow directors or secretaries of an Irish Subsidiary whose interest in the
Company represents more than 1% of the Company’s voting share capital must notify the Irish Subsidiary in writing when
acquiring or disposing of their interest in the Company (e.g., RSUs granted under the Plan, Shares, etc.), when becoming aware
of the event giving rise to the notification requirement or when becoming a director or secretary if such an interest exists at the
time. This notification requirement also applies with respect to the interests of the spouse or children under the age of 18 of the
director, shadow director or secretary (whose interests will be attributed to the director, shadow director or secretary).
Terms and Conditions
ITALY
Plan Document Acknowledgment. By accepting the grant of these RSUs, the Participant acknowledges that the Participant has received a
copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, in their entirety and fully understands and accepts all
provisions of the Plan and the Agreement. The Participant further acknowledges that the Participant has read and expressly approves the
following sections of the Global Restricted Stock Unit Award Agreement: “Responsibility for Taxes”; “Withholding Requirements,”
“Nature of Grant”; “Data Privacy Provisions Applicable to Participants in the EEA+;” and “Choice of Law; Jurisdiction.”
Notifications
Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial
assets (such as cash, Shares or RSUs) which may generate income taxable in Italy are required to report such assets on their
annual tax returns or on a special form if no tax return is due. The same reporting duties apply to Italian residents who are
beneficial owners of the foreign financial assets pursuant to Italian money laundering provisions, even if they do not directly hold
the foreign asset abroad. The Participant should consult a personal legal advisor to ensure compliance with applicable reporting
requirements.
Foreign Asset Tax Information. The value of the financial assets held outside of Italy (including Shares) by Italian residents is
subject to a foreign asset tax. The taxable amount will be the fair market value of the financial assets (e.g., Shares acquired under
the Plan) assessed at the end of the calendar year.
Notifications
JAPAN
Foreign Asset/Account Reporting Information. Japanese residents are required to report details of any assets held outside of
Japan as of December 31, including Shares acquired under the Plan, to the extent such assets have a total net fair market value
exceeding ¥50 million. Such report will
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be due by March 15 each year. The Participant is responsible for complying with this reporting obligation if applicable to the
Participant and the Participant should consult his or her personal tax advisor in this regard.
Terms and Conditions
POLAND
Consent to Receive Information in English. By accepting the RSUs, the Participant confirms having read and understood the Plan and the
Agreement, which were provided in the English language. The Participant accepts the terms of these documents accordingly.
Notifications
Exchange Control Information. If the Participant holds foreign securities (including Shares) and maintains such securities in an
account abroad, he or she may be required to file certain reports with the National Bank of Poland. Specifically, if the value of the
Participant’s securities and cash held in an account abroad (when combined with all other assets held abroad) exceeds PLN 7
million, he or she must file reports with the National Bank of Poland regarding any transactions and the balances of the foreign
accounts on a quarterly basis. Such reports are filed on special forms available on the website of the National Bank of
Poland. Additionally, any funds transfer by a Polish resident into or out of Poland in excess of a specified threshold (currently €15,000,
unless the transfer of funds is considered to be connected with the business activity of an entrepreneur, in which case a lower
threshold may apply) must be effected through a bank in Poland. Polish residents are required to store all documents related to any
foreign exchange transactions for a period of five years.
Notifications
SERBIA
Securities Law Information. The grant of RSUs and the issuance of any Shares are not subject to the regulations concerning public
offers and private placements under the Law on Capital Markets.
Exchange Control Information. Pursuant to the Law on Foreign Exchange Transactions, the Participant is permitted to acquire Shares
under the Plan. However, the National Bank of Serbia may require that Serbian residents obtain permission to hold any proceeds from
the sale of Shares in an offshore account. The Participant should consult with a personal legal advisor to determine his or her reporting
obligations upon the acquisition of Shares under the Plan as such obligations are subject to change without notice based on the
interpretation of applicable regulations by the National Bank of Serbia.
Terms and Conditions
SINGAPORE
Restriction on Sale of Shares. The RSUs are subject to section 257 of the Securities and Futures Act (Chapter 289, 2006 Ed.)
(“SFA”). The Participant will not be able to make any subsequent
C-6
sale of the Shares in Singapore, or any offer of such subsequent sale of the Shares in Singapore, unless such sale or offer is made
(i) after 6 months from the Date of Grant or (ii) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other
than section 280) of the SFA or (iii) pursuant to, and in accordance with, the conditions of any applicable provision of the SFA.
Notifications
Securities Law Information. The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section
273(1)(f) of the SFA, under which it is exempt from the prospectus and registration requirements and is not made with a view to
the underlying Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a
prospectus with the Monetary Authority of Singapore.
Director Notification Requirement. If the Participant is a director, associate director or shadow director of a Singapore Subsidiary,
the Participant is subject to certain notification requirements under the Singapore Companies Act, regardless of whether the
Participant is a Singapore resident or employed in Singapore. Among these requirements is the obligation to notify the Singapore
Subsidiary in writing when the Participant receives or disposes of an interest (e.g., RSUs, Shares) in the Company or a
Subsidiary. These notifications must be made within two (2) business days of (i) acquiring or disposing of an interest in the
Company or any Subsidiary, (ii) any change in a previously disclosed interest (e.g., sale of Shares acquired under the Plan) or (iii)
becoming a director, associate director or shadow director if such an interest exists at that time. Futhermore, if the Participant is
the Chief Executive Officer (“CEO”) of a Singapore Subsidiary and the above notification requirements are determined to apply
to the CEO of a Singapore Subsidiary, the above notification requirements also may apply to the Participant.
Terms and Conditions
SPAIN
Nature of Grant. The following provisions supplement Section 6 of the Global Restricted Stock Unit Award Agreement:
By accepting the grant of the RSUs, the Participant consents to participation in the Plan and acknowledge that the Participant has received
a copy of the Plan.
The Participant understands that the Company has unilaterally, gratuitously, and in its sole discretion decided to grant the RSUs under the
Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that
is entered into upon the express assumption and condition that any grant will not bind the Company or any Subsidiary, other than to the
extent set forth in the Agreement. Consequently, the Participant understands that the grant of the RSUs is made on the assumption and
condition that the RSUs and any Shares acquired under the Plan are not part of any service agreement (either with the Company or any
Subsidiary), and shall not be considered a mandatory benefit, compensation for any purpose, or any other right whatsoever. In addition, the
Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant
acknowledges and freely accept that, should any or all of the
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assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the RSUs shall be null and
void.
Further, the Participant understands that unless otherwise set forth in this Agreement, the Participant will not be entitled to continue
vesting in the RSUs after termination of the Participant’s Service. This will be the case, for example, even in the event of a termination
of the Participant’s Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause,
disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged
or recognized to be without cause, material modification of the terms of employment agreement under Article 41 of the Workers’ Statute,
relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Company or Subsidiary
and under Article 10.3 of the Royal Decree 1382/1985. The Participant acknowledges that the Participant has read and specifically accepts
the conditions referred to in Section 6 of the Global Restricted Stock Unit Award Agreement.
Notifications
Securities Law Information. No “offer to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory
in connection with the grant of the RSUs. The Plan, the Agreement and any other documents evidencing the grant of the RSUs have not
been, nor will they be, registered with the Comisión Nacional del Mercado de Valores, and none of those documents constitutes a public
offering prospectus.
Exchange Control Information. The Participant must declare the acquisition of Shares to the Spanish Dirección General de Comercio
Internacional e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy
and Competitiveness. The Participant must also declare ownership of any Shares by filing a Form D-6 with the Directorate of Foreign
Transactions each January while the Shares are owned. In addition, the sale of Shares must be declared on Form D-6 filed with the DGCI in
January, unless the sale proceeds exceed the applicable threshold (currently EUR 1,502,530), in which case, the filing is due within one
month after the sale.
Foreign Asset/Account Reporting Information. The Participant is required to declare electronically to the Bank of Spain any securities
accounts (including brokerage accounts held abroad), any foreign instruments (e.g., Shares) and any transactions with non-Spanish residents
(including any payments of cash or Shares made to the Participant by the Company or any U.S. brokerage account) if the balances in such
accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the
prior or current year, exceed EUR 1 million.
Further, to the extent the Participant holds Shares and/or has a bank account outside Spain with a value in excess of EUR 50,000 (for each
type of asset) as of December 31, the Participant will be required to report information on such assets on the Participant’s tax return (tax form
720) no later than March 31 for such year. After such Shares and/or accounts are initially reported, the reporting obligation will apply for
subsequent years only if the value of any previously-reported rights or assets increases by more than EUR 20,000 of if the Participant
transfers or disposes of previously-reported rights or assets.
C-8
Terms and Conditions
SWITZERLAND
Securities Law Information. Neither this document nor any materials relating to the Shares (i) constitutes a prospectus according
to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made
publicly available in Switzerland to any person other than an employee of the Company or one of its Subsidiaries, and (iii) has
been or will be filed with, approved or supervised by any Swiss reviewing body according to Article 51 of FinSA or any Swiss
regulatory authority (in particular, the Swiss Financial Supervisory Authority (FINMA)).
Terms and Conditions
UNITED KINGDOM
Responsibility for Taxes. The following provisions supplement Section 3 of the Global Restricted Stock Unit Award Agreement:
Without limitation to Section 3 of the Global Restricted Stock Unit Award Agreement, the Participant agrees that the Participant
is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the
Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other
relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any
Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any
other relevant authority) on the Participant’s behalf.
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section
13(k) of the Exchange Act), the immediately foregoing provision will not apply; instead, the amount of any uncollected income
tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be
payable. The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC
under the self-assessment regime and for paying the Company or the Employer (as applicable) for the value of any
employee national insurance contributions due on this additional benefit.
C-9
SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Restricted Stock Unit Award Agreement
Exhibit 10.11.10
This Global Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”), including any
special terms and conditions for the Participant’s country set forth in the Appendix B attached hereto (the Global Restricted Stock
Unit Agreement, the Appendix B and all other appendices attached hereto, collectively, the “Agreement”), is made by and
between Syneos Health, Inc., a Delaware corporation (the “Company”), and [NAME OF EMPLOYEE] (the “Participant”),
effective as of [Grant Date] (the “Date of Grant”).
Attention: Attached to this Agreement as Appendix A is a Restrictive Covenants Agreement, which
imposes certain restrictions upon you both during and after your employment with the
Company. Your acceptance of the Restricted Stock Unit Award requires that you agree to the terms
and conditions of this Agreement and the Restrictive Covenants Agreement. It is important that you
review the terms of each of these Agreements.
RECITALS
WHEREAS, the Company has adopted the Syneos Health, Inc. 2018 Equity Incentive Plan (as the same may
be amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and
made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to
those terms in the Plan; and
WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant of
Restricted Stock Units payable in shares of Common Stock (the “Shares”), subject to the terms and conditions set forth in the
Plan and this Agreement.
parties agree as follows:
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the
1.
2.
Grant of Restricted Stock Units. The Company has granted to the Participant, effective as of the Date of Grant,
[Quantity Granted] Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject
to adjustment as set forth in Section 4.5 of the Plan (the “RSUs”).
Vesting of RSUs. Subject to the terms and conditions set forth in the Plan and this Agreement, the RSUs will vest as
follows:
(a)
General. Except as otherwise provided in Sections 2(b) through 2(d) and Section 4, the RSUs will vest in
equal annual installments of 33 and 1/3% of the Shares (each annual installment, a “Tranche”) over a three-
year period on each anniversary of the Date of Grant (each annual vesting period within such three-year
period, a “Vesting Period”), subject to the Participant’s continued Service through the last day of the
applicable Vesting Period. Any fractional installments which result from
(b)
(c)
the vesting of a Tranche shall be carried forward and vest when such combined fractional installments result
in a full Share.
Effect of Death and Termination Due to Disability. The RSUs will become fully vested immediately upon the
Participant’s death or termination of Service due to Disability.
Effect of Retirement. Upon the Participant’s Retirement after the first anniversary of the Date of Grant, the
Participant shall be eligible to vest in a Pro-Rated Award. The number of RSUs that shall vest under a “Pro-
Rated Award” shall be calculated by multiplying (i) the number of RSUs subject to the unvested Tranche of
RSUs corresponding to the Vesting Period during which the Participant’s Retirement occurs, by (ii) a fraction,
the numerator of which shall be the number of days that have elapsed between the first day of the applicable
Vesting Period and the date of the Participant’s Retirement, and the denominator of which shall be 365. No
fractional Shares shall be issued, and any fractional Shares that would have been deemed vested based on the
foregoing calculation shall be rounded down to the next whole Share. For the avoidance of any doubt, the
remaining unvested Tranches corresponding to Vesting Periods commencing following the date of the
Participant’s Retirement shall be forfeited upon the Participant’s Retirement and all of the RSUs shall be
forfeited in the event of the Participant’s Retirement on or prior to the first anniversary of the Date of Grant.
For purposes of this Agreement, “Retirement” means a voluntary termination of Service on or after the
Participant (i) has attained age 55; and (ii) completed 10 years of continuous Service. For purposes of this
Section 2(c), a Participant’s Retirement shall not include: (i) a termination by the Company for Cause (as
defined in the Plan), as determined in the sole discretion of the Company, (ii) a resignation by the Participant
after being notified that the Company has elected to terminate the Participant for Cause, (iii) a termination or
resignation by the Participant during the pendency of an investigation with respect to the Participant or while
the Participant is on a performance improvement plan, or (iv) any other circumstance upon which the
Company determines in good faith the Participant is not in good standing at the time of such termination at
the sole discretion of the Company.
Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment
and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment
that applies to the RSUs if the Participant attains the conditions set forth in this Section 2(c) being deemed
unlawful and/or discriminatory, the provisions above regarding the treatment of the RSUs shall not be
applicable to the Participant.
(d)
Effect of Involuntary Termination in Connection with Change in Control. The RSUs will become fully vested
immediately upon the Participant’s termination of Service in the event that (A) the Participant’s Service is
terminated by the Company for any reason other than Cause (as defined in the Plan), or (B) the Participant
resigns for Good Reason, in each case, at the time of, or within twenty-four (24) months following, the
consummation of a Change in Control occurring after the
US-DOCS\112623669.1
2
Date of Grant (either of such events of termination within such twenty-four-month period, a “CIC
Termination”).
As used in this Agreement, “Good Reason” shall mean the occurrence, without the Participant’s express
written consent, of any of the following events: (i) a material reduction in the Participant’s annual base salary;
(ii) a material adverse change to the Participant’s title compared to the Participant’s title immediately prior to
the Change in Control; (iii) a requirement that the Participant relocate to a principal place of employment
more than fifty (50) miles from the Participant’s assigned principal office location as of immediately prior to
the occurrence of the Change in Control; or (iv) if the Participant has an effective employment agreement,
service agreement, or other similar agreement with the Company or any Subsidiary, a material breach of such
agreement, provided, that, any event described in clauses (i), (ii), (iii) and (iv) above shall constitute Good
Reason only if the Participant provides the Company with written notice of the basis for the Participant’s
Good Reason within forty-five (45) days of the initial actions or inactions of the Company or any Subsidiary
giving rise to such Good Reason and the Company or applicable Subsidiary has not cured the identified
actions or inactions within sixty (60) days of such notice, and provided further that the Participant terminates
his or her Service within thirty (30) days following the Company’s or applicable Subsidiary’s failure to cure
within the 60-day cure period.
Any vesting acceleration contemplated under this Section 2(d) shall be subject to the limitations provided in
Section 5.5 of the Plan.
3.
Settlement of RSUs Upon Vesting.
(a)
(b)
(c)
Settlement in Stock. RSUs vested as described in Section 2 above will be settled by delivering to the
Participant a number of Shares equal to the number of vested RSUs within sixty (60) days of the date on
which the RSUs vest, subject to any special timing requirements applicable under Section 17(l), the terms of
this Agreement and payment of any Tax-Related Items. In any case, the Company may provide a reasonable
delay in the delivery of the Shares to address Tax-Related Items, withholding, and other administrative
matters, provided that any such delay does not result in a violation of Section 409A of the Code (to the extent
the Participant is a U.S. taxpayer). Neither the Company nor the Committee will be liable to the Participant or
any other Person for damages relating to any delays in issuing the Shares or any mistakes or errors in the
issuance of the Shares.
Book-Entry Registration of the Shares. The Company will deliver the Shares payable pursuant to this
Agreement within the settlement period set forth in Section 3(a) by registering such Shares with the
Company’s transfer agent (or another custodian selected by the Company) in book-entry form in the
Participant’s name.
Shareholder Rights. The Participant will not have any rights of a stockholder with respect to the Shares
subject to the RSUs, including voting and dividend rights, unless and until the Shares are delivered as
described in Section 3(b) above.
US-DOCS\112623669.1
3
(d)
(e)
Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company
or, if different, the Subsidiary employing or retaining the Participant (the “Employer”), the ultimate liability
for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any,
actually withheld by the Company or the Employer. The Participant further acknowledges that the Company
and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the
RSUs, the delivery of Shares following the vesting date of the RSUs, the subsequent sale of Shares acquired
pursuant to such vesting/delivery and the receipt of any dividends and/or dividend equivalents; and (2) do not
commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce
or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the
Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that
the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.
Withholding Requirements. Prior to any relevant taxable or tax withholding event, as applicable, the
Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy
all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their
respective agents, at the Company’s and/or the Employer’s discretion, to satisfy their obligations, if any, with
regard to all Tax-Related Items by one or a combination of the following: (1) cash payment by the Participant
to the Company prior to the day of vesting of an amount that the Company will apply to the required
withholding; (2) withholding from the Participant’s wages or other cash compensation payable to the
Participant by the Company and/or the Employer; (3) withholding from proceeds of the sale of Shares
acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale
arranged by the Company (on the Participant’s behalf pursuant to this authorization); (4) withholding in
Shares to be issued upon settlement of the RSUs, subject to approval by the Committee if the Participant is
subject to the short-swing profit rules of Section 16(b) of the Exchange Act; or (5) any other method of
withholding determined by the Company to be permitted under the Plan and, to the extent required by
applicable law or under the Plan, approved by the Committee. For the purposes of alternative (4) above, any
Shares withheld shall be credited for purposes of the withholding requirements at the fair market value of the
Shares on the date that the tax withholding is determined. Until such time as the Company provides notice to
the contrary, it will satisfy any withholding requirements for Tax-Related Items pursuant to alternative (3)
above; provided, however, that if such method (A) cannot be processed by the broker or (B) the Participant
is subject to the Company’s Insider Trading Compliance Policy (the “Insider Trading Policy”), the sale of
Shares pursuant to alternative (3) is prohibited under the Insider Trading Policy and the Participant has not
entered into an arrangement that is intended to comply with the requirements of Rule 10b5-1(c)(1) of the
Exchange Act and that provides for the sale of all of the
US-DOCS\112623669.1
4
Shares subject to this Agreement, the Company will instead collect withholding for Tax-Related Items
pursuant to alternative (4).
The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts
or other applicable withholding rates, including the maximum applicable rates in the Participant’s
jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld
amount in cash (with no entitlement to the equivalent amount in Common Stock) from the Company or the
Employer. In the event of under-withholding, the Participant may be required to pay any additional Tax-
Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the
obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is
deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a
number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from
the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the
Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold
or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means
previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of
Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related
Items.
In addition, to the extent that any U.S. Federal Insurance Contributions Act tax withholding obligations arise
in connection with the RSUs prior to the applicable vesting or settlement date, the vesting of the Award shall
be accelerated with respect to a number of RSUs sufficient to satisfy (but not in excess of) such tax
withholding obligations and any other tax withholding obligations associated with any such acceleration, and
the withholding obligations shall be satisfied pursuant to the tax withholding method noted in alternative (4)
above.
4.
5.
6.
Forfeiture. Except as provided in Sections 2(b) through 2(d) above, any unvested RSUs will be forfeited immediately,
automatically and without consideration upon a termination of the Participant’s Service (regardless of the reason for
such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where
the Participant is employed or the terms of the Participant’s employment agreement, if any). Without limiting the
generality of the foregoing, the RSUs and the Shares (and any resulting proceeds) will continue to be subject to Section
13 of the Plan.
Adjustment to RSUs. In the event of any change with respect to the outstanding Shares contemplated by Section 4.5 of
the Plan, the RSUs may be adjusted in accordance with Section 4.5 of the Plan.
Nature of Grant. In accepting the RSUs, the Participant acknowledges, understands and agrees that:
US-DOCS\112623669.1
5
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other
right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the
past;
all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
the RSUs and the Participant’s participation in the Plan shall not create a right to employment or be
interpreted as forming an employment or services contract, nor be interpreted as amending the terms of an
existing employment or services contract, with the Company or any Subsidiary, including the Employer if
applicable;
the Participant is voluntarily participating in the Plan;
the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not intended to
replace any pension rights or compensation;
the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not part of normal
or expected compensation for purposes of calculating any severance, resignation, termination, redundancy,
dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or
welfare benefits or similar payments;
unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income
from and value of same, are not granted as consideration for, or in connection with, the service the Participant
may provide as a director of a Subsidiary;
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the
termination of the Participant’s Service (for any reason whatsoever whether or not later found to be invalid or
in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the
Participant’s employment agreement, if any);
the following provision shall not apply to Participants in the state of California: In consideration of the grant
of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to release
and never to institute any claims which have arisen, occurred or existed at any time prior to the date of this
Restricted Stock Unit Agreement (“Claim”) against the Company or any of its Subsidiaries, and waives his or
her ability, if any, to bring any such Claim; if,
US-DOCS\112623669.1
6
7.
8.
notwithstanding the foregoing, any such Claim is allowed by an arbitrator or other tribunal of competent
jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not
to pursue such Claim and agrees to execute any and all documents necessary to request dismissal or
withdrawal of such Claim; and
(l)
The following provision applies if the Participant is providing services outside the United States: neither the
Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the
Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any
amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares
acquired upon settlement.
No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or
sale of the underlying Shares. The Participant should consult with the Participant’s own personal tax, legal and financial
advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
Restrictive Covenants. The Participant acknowledges and recognizes that during the course of Participant’s
employment with the Company or its Subsidiaries, the Participant will be given access to and become informed of
Confidential Information and the Participant will be the beneficiary of the goodwill of the Company and its
Subsidiaries, and, accordingly, agrees to the provisions of the Restrictive Covenants Agreement (“RCA”) annexed as
Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants
contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants
between the Participant and the Company or any of its Subsidiaries, including the Employer. If Participant breaches any
non-competition, confidentiality or other restrictive covenant owed to the Company or any of its Subsidiaries pursuant
to the RCA annexed hereto or any other agreement, as determined by the Committee in its sole discretion: (i) any
unvested portion of the RSUs held by the Participant shall be immediately rescinded; and (ii) the Participant shall
automatically forfeit any rights that the Participant may have with respect to the RSUs as of the date of such
determination. The foregoing remedies set forth in this Section 8 shall not be the Company’s exclusive remedies. The
Company reserves all other rights and remedies available to it at law or in equity.
9.
Data Privacy Provisions Applicable to Participants Outside the European Union/European Economic Area/United
Kingdom (“EEA+”).
The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or
other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by
and among, as applicable, the Employer, the Company and its Subsidiaries for the purpose of implementing,
administering and managing the Participant’s participation in the Plan.
US-DOCS\112623669.1
7
The Participant understands that the Company and the Employer may hold certain personal information about the
Participant, including, but not limited to, the Participant’s name, home address, email address and telephone
number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company, details of all RSUs, Performance RSUs or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s
favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker
selected by the Company, or such other stock plan service provider as may be selected by the Company in the future,
which is assisting the Company with the implementation, administration and management of the Plan. The
Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections than the
Participant’s country. The Participant understands that the Participant may request a list with the names and
addresses of any potential recipients of the Data by contacting the Syneos Health, Inc. Human Resources
Department (HRSupportServicesAmerica@SyneosHealth.com). The Participant authorizes the Company, Fidelity
Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may
assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing,
administering and managing the Participant’s participation in the Plan. The Participant understands that Data will
be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.
The Participant understands that the Participant may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing the Syneos Health, Inc. Human Resources Department
(HRSupportServicesAmerica@SyneosHealth.com). Further, the Participant understands that the Participant is
providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant
later seeks to revoke the Participant’s consent, the Participant’s Service with the Employer will not be affected; the
only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to
grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the
Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to
participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or
withdrawal of consent, the Participant understands that the Participant may contact the Syneos Health, Inc. Privacy
Office (data.privacy@syneoshealth.com).
Finally, upon request by the Company or the Employer, the Participant agrees to provide an executed data privacy
consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to
obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in
compliance
US-DOCS\112623669.1
8
with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and
agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such
consent or agreement requested by the Company and/or the Employer.
10.
Data Privacy Provisions Applicable to Participants in the EEA+.
The Company and the Employer hereby notify the Participant of the following in relation to the Participant’s Data
(as defined below) and the collection, processing and transfer in electronic or other form of such Data in relation to
the grant of RSUs and the Participant’s participation in the Plan. The collection, processing and transfer of the
Participant’s Data is necessary for the legitimate purpose of the Company’s administration of the Plan and the
Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and
transfer of Data may affect the Participant’s participation in the Plan. As such, by participating in the Plan, the
Participant acknowledges the collection, use, processing and transfer of Data and with respect to the limited transfer
to the third party administrator Fidelity Stock Plan Services, LLC, consents to the transfer of Data as described
herein.
The Participant understands that the Company and the Employer will hold certain personal information about the
Participant to administer the Plan. This personal information may include, the Participant’s name, home address,
email address and telephone number, date of birth, passport, social insurance number or other identification
number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs,
Performance RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and
managing the Plan.
The Company and the Employer will transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of the Plan, and the Company and the Employer may each further
transfer Data to third parties assisting the Company or the Employer in the implementation, administration and
management of the Plan. The Participant understands that Data will be transferred to Fidelity Stock Plan Services,
LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by
the Company in the future, which is assisting the Company with the implementation, administration and
management of the Plan. The Participant understands that the recipients of the Data may be located in the United
States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws
and protections than the Participant’s country. The Participant understands that the Participant may request a list
with the names and addresses of any potential recipients of the Data by contacting the Syneos Health, Inc. Human
Resources Department (HRSupportServicesAmerica@SyneosHealth.com). For any intragroup transfers of Data
outside the EEA or the UK, the transfer will be under the European Commission’s model contracts for the transfer
of personal data to third countries (i.e., the standard contractual clauses) (the “Model Clauses”), or any equivalent
contracts issued by the relevant competent authority of the UK (as applicable),
US-DOCS\112623669.1
9
unless the data transfer is to a country that has been determined by the European Commission or the relevant UK
authorities (as applicable) to provide an adequate level of protection for individuals’ rights and freedoms for their
personal data. Please contact the Syneos Health Privacy Office (data.privacy@syneoshealth.com) should you wish to
receive a copy of the relevant Model Clauses.
11.
Data Privacy Provisions Applicable to Participants in all Countries.
Where provided by applicable law, the Participant may have the right to exercise certain rights with respect to their
Data, which may be subject to certain limitations and exclusions. For example, these rights may include the right to
know what Data is processed, access to Data, rectification of Data, erasure of Data, restriction of processing of Data
(including, where applicable, the restriction on the sale of Data), and portability of Data. The Participant may also
have the right to object to the processing of Data, as well as to opt-out of the Plan, in any case without cost, by
contacting in writing the Syneos Health, Inc. Human Resources Department. The Participant understands, however,
that the Participant's participation in the Plan may be limited and the Company and the Employer may not be able
to grant the Participant RSUs or other equity awards or administer or maintain such awards if the Participant
refuses to provide Data. The Participant agrees to provide full cooperation in executing data privacy consent forms,
agreements or any related documentation that the Company and/or the Employer deem necessary for the purpose of
administering the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the
future.
When the Company and the Employer no longer need to use Data for the purposes above or do not need to retain it
for compliance with any legal or regulatory purpose, each will take reasonable steps to remove Data from their
systems and/or records containing the Data and/or take steps to properly anonymize it so that the Participant can no
longer be identified from it. Further information concerning the Company’s data retention practices can be found in
the Company’s Records Management Policy.
12.
13.
14.
Language. The Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an
advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms and conditions of
this Agreement. Furthermore, if the Participant has received this Agreement or any other document related to the Plan
translated into a language other than English and if the meaning of the translated version is different than the English
version, the English version will control.
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related
to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the Company.
Imposition of Other Requirements. The Company reserves the right to impose any other requirements on the
Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the
Company determines it is necessary or advisable
US-DOCS\112623669.1
10
15.
16.
17.
for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that
may be necessary to accomplish the foregoing.
Appendix B. Notwithstanding any provisions in this Agreement, the RSUs shall be subject to any additional terms and
conditions set forth in Appendix B for the Participant’s country. Appendix B constitutes part of this Restricted Stock
Unit Agreement.
Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on the Participant’s or
the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider
trading restrictions and/or market abuse laws, which may affect the Participant’s ability to accept, acquire, sell or
otherwise dispose of Shares or rights to Shares or rights linked to the value of Shares (e.g., phantom awards, futures)
during such times as the Participant is considered to have “inside information” regarding the Company (as defined by
the laws or regulations in the applicable jurisdiction). Local insider trading laws and regulations may prohibit the
cancellation or amendment of orders the Participant places before possessing inside information. Furthermore, the
Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to
know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third
parties include fellow employees.
Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be
imposed under any applicable Company insider trading policy. The Participant is responsible for complying with any
applicable restrictions and should speak with a personal legal advisor on this matter.
Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or
account reporting requirements and/or exchange controls which may affect the Participant’s ability to acquire or hold
Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale
proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The
Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her
country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the
Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain
time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such
regulations, and the Participant should consult his or her personal legal advisor for any details.
18.
Miscellaneous Provisions.
(a)
Securities or Exchange Control Laws Requirements. No Shares will be issued or transferred pursuant to this
Agreement unless and until all then applicable requirements imposed by U.S. or non-U.S. federal and state
securities or exchange control laws, rules and regulations and by any regulatory agencies having jurisdiction,
and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to
the issuance of Shares pursuant to this
US-DOCS\112623669.1
11
Agreement, the Company may require the Participant to take any reasonable action to meet those
requirements. The Committee may impose such conditions on any Shares issuable pursuant to this Agreement
as it may deem advisable, including, without limitation, restrictions under the U.S. Securities Act of 1933, as
amended, under the requirements of any exchange upon which shares of the same class are then listed and
under any blue sky or other securities laws applicable to those Shares.
Non-Transferability. The RSUs and the rights and privileges conferred thereby shall be non-transferrable
except as provided by Section 15.3 of the Plan. Any Shares delivered hereunder will be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange
upon which such shares are listed, any applicable U.S. or non-U.S. federal, state or local laws and any
agreement with, or policy of, the Company or the Committee to which the Participant is a party or subject,
and the Committee may cause orders or designations to be placed upon any certificate(s) or other document(s)
delivered to the Participant, or on the books and records of the Company’s transfer agent, to make appropriate
reference to such restrictions.
No Right to Continued Service. Nothing in this Agreement or the Plan confers any right or obligation upon
the Participant or the Company or any Subsidiary, including the Employer, to continue the Participant’s
employment with the Employer.
Notification. Any notification required by the terms of this Agreement will be given by the Participant (i) in a
writing addressed to the Company at its principal executive office and will be deemed effective upon actual
receipt when delivered by personal delivery or by registered or certified mail, with postage and fees prepaid,
or (ii) by electronic transmission to the Company’s e-mail address of the Company’s General Counsel and
will be deemed effective upon actual receipt. Any notification required by the terms of this Agreement will be
given by the Company: (x) in a writing addressed to the address that the Participant most recently provided to
the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the
United States Postal Service or non-U.S. equivalent, by registered or certified mail, with postage and fees
prepaid; or (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail
address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such
transmission.
Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto
with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other
agreements, representations or understandings (whether oral or written and whether express or implied) that
relate to the subject matter of this Agreement.
(b)
(c)
(d)
(e)
US-DOCS\112623669.1
12
(f)
(g)
(h)
(i)
(j)
(k)
(l)
Waiver. No waiver by the Company of any breach or condition of this Agreement by the Participant or any
other Participant will be deemed to be a waiver by the Company of any other or subsequent breach or
condition whether of like or different nature.
Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon,
the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal
representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and
legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and
have agreed in writing to be joined herein and be bound by the terms hereof.
Severability. The provisions of this Agreement are severable, and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will
nevertheless be binding and enforceable.
Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the
amendment is agreed to in writing by both the Participant and the Company.
Choice of Law; Jurisdiction. This Agreement and all claims, causes of action or proceedings (whether in
contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be
governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or
principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of
another jurisdiction.
Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of
which will be an original, with the same effect as if the signatures to each were upon the same instrument.
IRC Section 409A. This Section 18(l) applies only to Participants who are U.S. taxpayers.
Anything in this Agreement to the contrary notwithstanding, RSUs that are non‑qualified deferred
compensation subject to Section 409A of the Code and that vest as a result of the Participant’s termination of
employment under Section 2(b), 2(c), or 2(d) hereof shall be settled within 60 days of the date the Participant
experiences a “separation from service,” within the meaning of Section 409A of the Code (“Separation from
Service”). If the Participant is a “specified employee” within the meaning of Section 409A of the Code as of
the date of the Separation from Service (as determined in accordance with the methodology established by
the Company as in effect on the Date of Termination), any RSUs that are non-qualified deferred
compensation that are payable upon a Separation from Service shall instead be settled on the first business
day that is after the earlier of (i) the date
US-DOCS\112623669.1
13
(m)
that is six months following the date of the Participant’s Separation from Service or (ii) the date of the
Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited
distribution under Section 409A(a)(2) of the Code, or any successor provision thereto.
Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement, together
with any appendices hereto. The Participant has read and understands the terms and provisions of the Plan
and this Agreement, as well as the attached Restrictive Covenants Agreement and accepts the RSUs subject to
all of the terms and conditions of the Plan and these Agreements. In the event of a conflict between any term
or provision contained in this Agreement and a term or provision of the Plan, the applicable term and
provision of the Plan will govern and prevail. The Participant must accept this Agreement electronically
pursuant to the online acceptance procedure established by the Company within 30 days after the
Agreement is presented to the Participant for review. If the Participant fails to accept the Agreement
within such 30-day period, the Company may, in its sole discretion, rescind the Award in its entirety. By
electronically accepting the Agreement, the Participant is also accepting the Restrictive Covenants
Agreement, and this Award is granted under and governed by the terms and conditions of the Plan and
these Agreements.
US-DOCS\112623669.1
[Signature page follows]
14
IN WITNESS WHEREOF, the Company and the Participant have executed this Global Restricted Stock Unit Award
Agreement and any appendices thereto as of the date first written above.
SYNEOS HEALTH, INC.
By:
Name:
Title:
/s/ Alistair Macdonald
Alistair Macdonald
Chief Executive Officer
PARTICIPANT
[Electronic Signature]
Participant Signature
Name:
[Participant Name]
Acceptance Date: [Acceptance Date]
US-DOCS\112623669.1
[Signature Page – Global Restricted Stock Unit Award Agreement]
APPENDIX A
RESTRICTIVE COVENANTS AGREEMENT
The Participant acknowledges and agrees that in light of the Participant’s access to Confidential Information and
Participant’s position of trust and confidence with the Company or its Subsidiaries, Participant shall be subject to the restrictive
covenants set forth herein. The Participant knows that the promises in this Restrictive Covenants Agreement (“RCA”) are an
important way for the Company and its Subsidiaries to protect their proprietary interests and understands that the terms of this
RCA are affected by the location in which the Participant is employed, as stated in Attachment A and Attachment B to this RCA.
As a condition of the grant of the RSUs, the Participant agrees as follows:
1.
Definitions. Capitalized terms not otherwise defined in this RCA shall have the same meanings as set forth in
the Syneos Health, Inc. 2018 Equity Incentive Plan, and the Global Restricted Stock Unit Award Agreement (including the
Appendix B and any other appendix attached thereto). The following terms shall have the following meanings for the purposes of
this RCA:
(a)
Subsidiaries.
“Termination Date” means the last day of the Participant’s employment by the Company or any of its
(b)
“Non-Solicit Restricted Period” means the period commencing on the Termination Date and ending twelve
(12) months after the Termination Date.
(c)
“Non-Compete Restricted Period” means the period commencing on the Termination Date and ending twelve
(12) months after the Termination Date.
(d)
“Company Customer” means a person or entity for whom the Company or any of its Subsidiaries was
providing services either at the time of, or at any time within the twelve (12) months preceding the Termination Date, and for
whom the Participant had direct contact with and/or carried out or oversaw a material business responsibility during said twelve
(12) month period or about whom the Participant had exposure to or received Confidential Information as a result of the
Participant’s employment with the Company or any of its Subsidiaries.
(e)
“Prospective Customer” means a person or entity (i) that the Participant contacted for the purpose of
soliciting business on behalf of the Company or any of its Subsidiaries during the twelve (12) months preceding the Termination
Date; or (ii) to which the Company or any of its Subsidiaries had submitted a bid or proposal for services during the twelve (12)
months preceding the Termination Date, and in which bid or proposal the Participant was involved in any material respect.
(f)
“Company Person” means any person who is an employee of or consultant to the Company or any of its
Subsidiaries as of the Termination Date.
(g)
“Company Business” means (i) developing, marketing, selling and/or providing services to pharmaceutical,
biotechnology, life sciences, medical device and medical diagnostic companies regarding: (A) the commercialization of
pharmaceuticals, biologics, medical devices
US-DOCS\112623669.1
A-1
or diagnostic products, including, but not limited to, outsourced sales and related operations, marketing, naming/branding,
advertising, public relations, medical communications and medication adherence services for the Company’s clients, (B) the
provision of clinical trials and related support services including, but not limited to, bioanalysis, biostatistics, data management,
feasibility studies, global safety and pharmacovigilance, laboratory operations, medical writing, project management, protocol
and case report form design, quality assurance, regulatory affairs and consulting, medical oversight, risk management, site and
patient recruitment, site management, strategic planning, study monitoring and late stage services for the Company’s clients, (C)
the staffing of clinical trial and/or clinical research and development personnel for the Company’s clients, and (D) the provision
of consulting services including, but not limited to, brand management, business development, clinical development, commercial
strategy and organizational design, product launch planning, medical affairs, pricing and market access and risk evaluation and
mitigation strategy for the Company’s clients; and (ii) any other business that the Company and its Subsidiaries engage in, or that
the Company and its Subsidiaries have developed definitive plans to engage in, as of the Termination Date.
(h)
“Restricted Area” means the following geographical areas: (i) any city, metropolitan area, county (or similar
political subdivision in foreign countries) in which the Participant personally provided material services on behalf of the
Company during the twelve (12) months prior to the Termination Date; (ii) within a 60-mile radius of the location(s) where the
Participant had an office during the twelve (12) months prior to the Termination Date; (iii) within a 60 mile radius of Raleigh,
North Carolina; and (iv) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which the
Company or any of its Subsidiaries is located or does or did business, during the twelve (12) months prior to the Termination
Date.
(i)
“Confidential Information” means without limitation, any confidential or proprietary information or materials
of the Company or its Subsidiaries, whether of a technical, business, or other nature, including information and materials which
relate to operations, processes, products, promotional material, developments, patent applications, formulas, sponsor or client
lists, manufacturing processes, trade secrets, basic scientific data, data systems, employment policies, formulation information,
budgets, bids, proposals, study protocols, coding devices, and any other confidential data or proprietary information in
connection with the Company, its Subsidiaries or their business affairs, including but not limited to any information relating to
the operation of the Company’s and/or its Subsidiaries’ business which the Company or its Subsidiaries may from time to time
designate as confidential or proprietary or that Participant reasonably knows should be, or has been, treated by the Company
and/or its Subsidiaries as confidential or proprietary. Confidential Information encompasses all formats in which information is
preserved, whether electronic, print or in any other form, including all originals, copies, notes or other reproductions or replicas
thereof. Any trade secrets of the Company or its Subsidiaries will be entitled to all of the protections and benefits under any
applicable trade secrets law, whether statutory or common law, including but not limited to the Delaware Uniform Trade Secrets
Act, Del. Code Ann. tit. 6, §§ 2001–2009, the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. §§ 66-152 et seq.,
the Massachusetts Uniform Trade Secrets Act, M.G.L. ch. 93, §§ 42 to 42G, and the California Uniform Trade Secrets Act, Cal.
Civ. Code §§ 3426 et seq. If any information that the Company deems to be a trade secret is found by a court of competent
jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential Information for purposes of
this RCA.
US-DOCS\112623669.1
A-2
Notwithstanding the foregoing, the term “Confidential Information” shall not include information which (i) is already
known to the Participant prior to its disclosure to the Participant by the Company; (ii) is or becomes generally available to the
public through no wrongful act of any person; (iii) is at the time of disclosure part of the public knowledge or literature through
no wrongful action by the Participant; or (iv) is received by the Participant from a third party without restriction and without any
wrongful conduct on the part of such third party relating to such disclosure. The Participant acknowledges and agrees that the
Confidential Information he/she obtains or becomes aware of as a result of his/her employment with the Company or any of its
Subsidiaries is not generally known or available to the general public, but has been developed, compiled or acquired by the
Company at its great effort and expense and that the Participant is required to protect and not disclose such information.
(j)
“Subsidiary” or “Subsidiaries” means any corporation, partnership, limited liability company, joint venture,
association, public or private limited company or other business entity at least 50% of the outstanding voting stock or voting
interests of which is at the time owned or controlled, directly or indirectly, by the Company.
2.
Non-Solicitation of Customers and Employees. The Participant agrees that during the Participant’s
employment with the Company or any of its Subsidiaries and during the Non‑Solicit Restricted Period, the Participant will not,
on the Participant’s own behalf, nor as an officer, director, stockholder, partner, associate, employee, owner, executive, consultant
or otherwise on behalf of any person, firm, partnership, corporation, or other entity:
(a)
solicit, induce, influence or attempt to solicit, induce or influence any Company Customer to (i) cease doing
business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the
Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company
and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any
other person or business that is Competitive with the Company;
(b)
solicit, induce, influence or attempt to solicit, induce or influence any Prospective Customer to (i) cease
doing business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the
Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company
and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any
other person or business that is Competitive with the Company;
(c)
provide or sell any products or services competitive with those offered by the Company and/or its
Subsidiaries to any Company Customer;
(d)
provide or sell any products or services competitive with those offered by the Company and/or its
Subsidiaries to any Prospective Customer;
(e)
interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, that
the Company and/or its Subsidiaries have with any sponsor, supplier, vendor, distributor, lessor, lessee, licensor or business
partner that transacts business with the Company and/or its Subsidiaries;
US-DOCS\112623669.1
A-3
(f)
solicit, induce, encourage, entice or attempt to solicit, induce, encourage or entice any Company Person to
terminate or alter his or her employment or engagement with the Company or any of its Subsidiaries; or
(g)
employ or hire as an officer, director, employee, agent, consultant or independent contractor any Company
Person.
3.
Non-Competition.
(a)
The Participant agrees that, during the Participant’s employment with the Company or any of its Subsidiaries,
and during the Non-Compete Restricted Period, the Participant will not, within the Restricted Area, for the Participant’s own
behalf or for any other person or entity, own, manage, operate or participate in the ownership, management, operation or control
of, or be employed by or provide services to, any person, business or entity which competes with the Company Business if
Participant would:
(i)
have responsibilities or perform services that are entirely or substantially similar to the
responsibilities or services that the Participant had or provided at the time of, or at any time within the twelve (12)
months preceding the Termination Date;
(ii)
be involved in creating, developing, modifying, accessing, utilizing or relying upon confidential
information that is similar or relevant to that Confidential Information to which Participant created, developed,
modified, accessed, utilized or relied upon during the Participant’s employment with the Company or any of its
Subsidiaries; or
(iii)
use, disclose, or engage in activity in which the Participant would be reasonably expected to use or
disclose any Confidential Information.
(b)
Notwithstanding the foregoing, the Participant’s ownership, directly or indirectly, of not more than one
percent (1%) 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 this Section.
4.
Business Opportunities. The Participant, while he or she is employed by the Company and its Subsidiaries,
agrees to offer or otherwise make known or available to the Company or any Subsidiary, as directed by the Company and
without additional compensation or consideration, any business prospects, contracts or other business opportunities that he or she
may discover, find, develop or otherwise have available to him or her in any field in which the Company or any of its
Subsidiaries is engaged, and further agrees that any such prospects, contracts or other business opportunities shall be the property
of the Company.
5.
Confidentiality.
(a)
The Participant acknowledges that during his or her employment with the Company, he or she has and will
necessarily become informed of, and have access to, the Confidential Information of the Company, and that the Confidential
Information, even though it may be contributed, developed or acquired in whole or in part by the Participant is the Company’s
exclusive property to be held by the Participant in trust and solely for the Company’s benefit.
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Accordingly, except as required by law, the Participant shall not, at any time, either during or subsequent to his or her
employment, as applicable, use, reveal, report, publish, copy, transcribe, transfer or otherwise disclose to any person, corporation
or other entity, any of the Confidential Information without the prior written consent of the Company, except to responsible
officers and employees of the Company and its Subsidiaries and other responsible persons who are in a contractual or fiduciary
relationship with the Company or one of its Subsidiaries and except for information that legally and legitimately is or becomes of
general public knowledge from authorized sources other than the Participant.
(b)
This RCA shall not prevent Participant from (i) reporting, without prior approval from the Company,
possible violations of federal securities laws or regulations to any governmental agency or entity, including but not limited to, the
Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other
disclosures that are protected under the whistleblower provisions of federal law or regulation; (ii) filing a charge of
discrimination with the Equal Employment Opportunity Commission; (iii) cooperating with the Equal Employment Opportunity
Commission in an investigation of alleged discrimination; (iv) revealing evidence of criminal wrongdoing to law enforcement;
(v) testifying in any cause of action when required to do so by law, or (vi) divulging Confidential Information pursuant to an
order of court or agency of competent jurisdiction. However, with respect to (v) and (vi) only, Participant must promptly inform
the Company of any such situations and shall take such reasonable steps to prevent disclosure of the Company’s Confidential
Information until the Company has been informed of such requested disclosure and the Company has had an opportunity to
respond to the court or agency.
Further, 18 U.S.C. § 1833(b) states: “An individual shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a
suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is
made under seal.” Accordingly, the parties to this RCA have the right to disclose in confidence trade secrets to federal, state, and
local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The
parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is
made under seal and protected from public disclosure. Nothing in this RCA is intended to conflict with 18 U.S.C. § 1833(b) or
create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
6.
Prior Restrictive Covenants. The restrictive covenants contained in this RCA are in addition to, and not in lieu
of, any other restrictive covenants between the Participant and the Company or any of its Subsidiaries. For the avoidance of
doubt, any and all of the Participant’s restrictive covenants agreed to prior to entering into this RCA (“Prior Restrictive
Covenants”) will survive and supersede the restrictive covenants set forth in this RCA to the extent that any Prior Restrictive
Covenant is for a longer period of time or is more restrictive in scope or location than the restrictive covenants set forth in this
RCA. A breach of any such Prior Restrictive Covenant will also constitute a breach of this RCA.
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7.
Injunctive Relief and Tolling. Participant acknowledges and agrees that if Participant breaches any of the
provisions of Sections 2 through 6 hereof, it will cause irreparable damage to the Company and/or its Subsidiaries for which
monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company
shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a
restraining order or an injunction to preserve or restore the status quo and will additionally be entitled to an award of attorneys’
fees incurred in connection with securing any relief hereunder. Such right to equitable or extraordinary relief shall not be
exclusive but shall be in addition to all other rights and remedies to which the Company may be entitled at law or in equity,
including, without limitation, the right to recover monetary damages for the breach by Participant of any of the provisions of this
RCA. Further, Participant understands that if Participant breaches any of the provisions in Sections 2 through 6 of this RCA, the
applicable restricted period will be extended for a period of time equal to the period of time Participant spent in breach of this
RCA. If the Company is required to seek injunctive relief from such breach, then the applicable restricted period shall be
extended for a period of time equal to the pendency of such proceedings, including all appeals.
8.
Termination. Participant may terminate the employment relationship for any reason at any time upon giving
the Company thirty (30) days prior written notice, as applicable law permits. In the case of a termination by the Company other
than a termination for Cause (as defined in the Plan), the Company will provide thirty (30) days prior written notice of
termination, as applicable law permits. In each case, the Company may, in its discretion, relieve the Participant of some or all of
his/her duties during all or a part of such notice period. Subject to the forgoing notice obligation, the Participant’s employment
with the Company shall remain at will, as applicable law permits.
9.
Return of Company Property. By no later than the Termination Date, the Participant shall promptly deliver to
the Company all property and possessions of the Company and its Subsidiaries, including all drawings, manuals, letters, notes,
notebooks, reports, copies, deliverables containing Confidential Information and all other materials relating to the Company and
any of its Subsidiaries’ business that are in the Participant’s possession or control.
10.
Governing Law, Forum. All disputes, claims or controversies arising out of or related to this RCA, shall be
governed by the laws of the country in which Participant is employed without regard for reference to any choice or conflict of
law principles of any jurisdiction, and the parties agree that any action or proceeding with respect to this RCA or the Participant’s
employment with the Company shall be brought exclusively in the courts in the country in which the Participant is employed.
11.
Amendment, Modification or Waiver. This RCA may not be changed orally, and no provision of this RCA
may be amended or modified unless such amendment or modification is in writing, signed by the Participant and by a duly
authorized officer of the Company. No act or failure to act by the Company will waive any right, condition or provision contained
herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.
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12.
Severability. In case any one or more of the provisions contained in this RCA shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other
provisions of this RCA, but this RCA shall be construed as if such invalid, illegal, or other unenforceable provision had never
been contained herein. If, moreover, any one or more of the provisions contained in this RCA shall for any reason be held to be
excessively broad as to duration, geographical scope or subject, it shall be construed by limiting it and reducing it so as to be
enforceable to the extent compatible with applicable law as it shall then appear.
13.
Miscellaneous.
(a)
The Participant’s and the Company’s obligations hereunder shall continue in full force and effect in the event
that the Participant’s job title, responsibilities, work location or other conditions of his/her employment with the Company change
subsequent to the execution of the RCA, without the need to execute a new RCA.
(b)
Participant agrees to provide a copy of Sections 1 through 6 of this RCA to any subsequent employers or
prospective employers during the applicable period of restriction (including but not limited to the Non-Solicit Restricted Period
and the Non-Compete Restricted Period). The Participant specifically authorizes the Company to notify any subsequent
employers or prospective employers of the Participant of the restrictions on the Participant contained in this RCA and of any
concerns the Company may have about actual or possible conduct by the Participant that may be in breach of this RCA. The
Participant agrees to promptly notify the Company of any offers to perform services, any engagements to provide services, and/or
actual work of any kind, whether as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint
venturer, investor, lender, or in any other capacity whatsoever during the period of his/her employment by the Company or any of
its Subsidiaries and during the Non‑Solicit Restricted Period and the Non-Compete Restricted Period. Such notice must be
provided prior to the commencement of any such services or work.
(c)
The rights and remedies of the parties under this RCA are cumulative (not alternative) and in addition to all
other rights and remedies available to such parties at law, in equity, by contract or otherwise.
(d)
The obligations in this RCA shall survive Participant’s termination of employment with the Company or a
Subsidiary and the assignment of this RCA by the Company to any successor in interest or other assignee.
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APPENDIX B
SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Restricted Stock Unit Award Agreement
Country-Specific Terms and Conditions
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Syneos Health, Inc.
2018 Equity Incentive Plan, and the Global Restricted Stock Unit Award Agreement.
Terms and Conditions
This Appendix B includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant
resides and/or works in a country listed below. If the Participant moves to another country after receiving the grant of the RSUs,
the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the
Participant.
Notifications
This Appendix B also includes information regarding exchange controls and certain other issues of which the Participant should
be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control
and other laws in effect in the respective countries as of March 2021. Such laws are often complex and change frequently. As a
result, the Company strongly recommends that the Participant not rely on the information in this Appendix B as the only source
of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of
date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and
the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek
appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or working
(or if the Participant is considered as such for local law purposes), the information contained herein may not be applicable to the
Participant in the same manner.
Terms and Conditions
ARGENTINA
Nature of Grant. This provision supplements Section 6 of the Global Restricted Stock Unit Award Agreement:
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The RSUs are an extraordinary benefit, which for labor law purposes (e.g., thirteenth month salary, Christmas bonuses, or similar
payments) are valued at the fair market value of the Shares on the date of vesting, when the Shares are delivered to the
Participant. Such value is inclusive of thirteenth month salary for the month in which the vesting occurs.
Notifications
Securities Law Information. Shares of the Company are not publicly offered or listed on any stock exchange in Argentina.
Exchange Control Information. Argentine currency exchange restrictions and reporting requirements may apply to the RSUs and
any Shares acquired under the Plan; the relevant laws and regulations are subject to frequent change. The Participant should
consult with the Participant’s personal legal advisor regarding any exchange control obligations the Participant may have in
connection with participation in the Plan.
Foreign Asset/Account Reporting Information. The Participant must report holdings of any equity interest in a foreign company
(e.g., Shares acquired under the Plan) on his or her annual tax return each year.
Terms and Conditions
AUSTRALIA
Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject
to the conditions in that Act).
Australia Offer Document. The grant of RSUs under the Plan is intended to comply with the provisions of the Corporations Act
2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Participant’s
Australia Offer Document.
Notifications
BELGIUM
Foreign Asset/Account Reporting Information. Belgian residents are required to report any security (e.g., Shares acquired under the Plan) or
bank account held outside of Belgium on their annual tax return. In a separate report, they will be required to provide the National Bank of
Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which such account
was opened). The forms to complete the report are available on the National Bank of Belgium website.
Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by a Belgian resident through a non-
Belgian financial intermediary, such as a U.S. broker. The stock exchange tax may apply when Shares acquired under the Plan
are sold. Belgian residents should consult with a personal tax or financial advisor for additional details on their obligations with
respect to the stock exchange tax.
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Terms and Conditions
CANADA
RSUs Settled in Shares Only. Notwithstanding any discretion contained in the Plan, or any provision in this Agreement to the
contrary, RSUs granted to employees in Canada shall be settled in Shares only and do not provide any right for the Participant to
receive a cash payment.
The following terms and conditions apply to residents of Quebec:
Language Consent. The parties acknowledge that it is their express wish that this Global Restricted Stock Unit Award
Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating
directly or indirectly hereto, be provided to them in English.
Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir expressément souhaité que la présente convention
(«Agreement»), ainsi que tous les documents exécutés, avis donnés et procédures judiciaires intentées, en vertu de, ou liés
directement ou indirectement à la présente convention, soient rédigés en langue anglaise.
Data Privacy. This provision supplements Section 9 of the Global Restricted Stock Unit Award Agreement:
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant
information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant
further authorizes the Company, its Subsidiaries and any stock plan service provider that may be selected by the Company to
assist with the Plan to disclose and discuss the Plan with their respective advisors. The Participant further authorizes the
Company and its Subsidiaries to record such information and to keep such information in the Participant’s employee file.
Notifications
Securities Law Information. The Participant is permitted to sell Shares acquired under the Plan through a broker acceptable to the
Company, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock
exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Global Select Market.
Foreign Asset/Account Reporting Information. Canadian residents are required to report foreign specified property, including
Shares and rights to receive Shares (e.g., RSUs granted or Shares acquired under the Plan) in a non-Canadian company, on Form
T1135 (Foreign Income Verification Statement), on an annual basis, if the total cost of the individual’s foreign specified property
exceeds C$100,000 at any time during the year. Thus, if the C$100,000 cost threshold is exceeded by other foreign property held
by the individual, RSUs must be reported. Such RSUs may be reported at a nil cost.
For purposes of the reporting, Shares acquired under the Plan may be reported at their adjusted cost bases. The adjusted cost basis
of a Share is generally equal to the fair market value of such
US-DOCS\112623669.1
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Share at the time of acquisition; however, if the individual owns other Shares (e.g., acquired under other circumstances or at
another time), the adjusted cost basis may be different.
The Participant should consult his or her personal tax advisor to determine the Participant’s exact reporting requirements in this
regard.
Terms and Conditions
FRANCE
Consent to Receive Information in English. By accepting the Agreement providing for the terms and conditions of the
Participant’s grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and this
Agreement) which were provided in English language. The Participant accepts the terms of those documents accordingly.
En acceptant le Contrat décrivant les termes et conditions de l’attribution, le participant confirme ainsi avoir lu et compris les
documents relatifs à cette attribution (le Plan U.S. et ce Contrat) qui ont été communiqués en langue anglaise. Le participant
accepte les termes en connaissance de cause.
Notifications
RSUs Not Tax-Qualified. The Participant understands that the RSUs are not intended to be French tax-qualified.
Foreign Asset/Account Reporting Information. French residents holding Shares outside France or maintaining a foreign bank
account are required to report such to the French tax authorities when filing their annual tax returns, including any accounts that
were closed during the year. Failure to comply could trigger significant penalties.
Notifications
GERMANY
Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal
Bank (Bundesbank). In case of payments in connection with securities (including proceeds realized from the sale of Shares or the
receipt of dividends), the report must be made by the 5th day of the month following the month in which the payment was
received. The report must be filed electronically and the form of report (“Allgemeine Meldeportal Statistik”) can be accessed via
the Bundesbank’s website (www.bundesbank.de), in both German and English. The Participant is responsible for making this
report.
Notifications
IRELAND
Director Notification Requirement. Directors, shadow directors or secretaries of an Irish Subsidiary whose interest in the
Company represents more than 1% of the Company’s voting share
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capital must notify the Irish Subsidiary in writing when acquiring or disposing of their interest in the Company (e.g., RSUs
granted under the Plan, Shares, etc.), when becoming aware of the event giving rise to the notification requirement or when
becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to
the interests of the spouse or children under the age of 18 of the director, shadow director or secretary (whose interests will be
attributed to the director, shadow director or secretary).
Terms and Conditions
ITALY
Plan Document Acknowledgment. By accepting the grant of these RSUs, the Participant acknowledges that the Participant has received a
copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, in their entirety and fully understands and accepts all
provisions of the Plan and the Agreement. The Participant further acknowledges that the Participant has read and expressly approves the
following sections of the Global Restricted Stock Unit Award Agreement: “Responsibility for Taxes”; “Withholding Requirements,”
“Nature of Grant”; “Data Privacy Provisions Applicable to Participants in the EEA+;” and “Choice of Law; Jurisdiction.”
Notifications
Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial
assets (such as cash, Shares or RSUs) which may generate income taxable in Italy are required to report such assets on their
annual tax returns or on a special form if no tax return is due. The same reporting duties apply to Italian residents who are
beneficial owners of the foreign financial assets pursuant to Italian money laundering provisions, even if they do not directly hold
the foreign asset abroad. The Participant should consult a personal legal advisor to ensure compliance with applicable reporting
requirements.
Foreign Asset Tax Information. The value of the financial assets held outside of Italy (including Shares) by Italian residents is
subject to a foreign asset tax. The taxable amount will be the fair market value of the financial assets (e.g., Shares acquired under
the Plan) assessed at the end of the calendar year.
Notifications
JAPAN
Foreign Asset/Account Reporting Information. Japanese residents are required to report details of any assets held outside of
Japan as of December 31, including Shares acquired under the Plan, to the extent such assets have a total net fair market value
exceeding ¥50 million. Such report will be due by March 15 each year. The Participant is responsible for complying with this
reporting obligation if applicable to the Participant and the Participant should consult his or her personal tax advisor in this
regard.
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Terms and Conditions
POLAND
Consent to Receive Information in English. By accepting the RSUs, the Participant confirms having read and understood the Plan and the
Agreement, which were provided in the English language. The Participant accepts the terms of these documents accordingly.
Notifications
Exchange Control Information. If the Participant holds foreign securities (including Shares) and maintains such securities in an
account abroad, he or she may be required to file certain reports with the National Bank of Poland. Specifically, if the value of the
Participant’s securities and cash held in an account abroad (when combined with all other assets held abroad) exceeds PLN 7
million, he or she must file reports with the National Bank of Poland regarding any transactions and the balances of the foreign
accounts on a quarterly basis. Such reports are filed on special forms available on the website of the National Bank of
Poland. Additionally, any funds transfer by a Polish resident into or out of Poland in excess of a specified threshold (currently €15,000,
unless the transfer of funds is considered to be connected with the business activity of an entrepreneur, in which case a lower
threshold may apply) must be effected through a bank in Poland. Polish residents are required to store all documents related to any
foreign exchange transactions for a period of five years.
Notifications
SERBIA
Securities Law Information. The grant of RSUs and the issuance of any Shares are not subject to the regulations concerning public
offers and private placements under the Law on Capital Markets.
Exchange Control Information. Pursuant to the Law on Foreign Exchange Transactions, the Participant is permitted to acquire Shares
under the Plan. However, the National Bank of Serbia may require that Serbian residents obtain permission to hold any proceeds from
the sale of Shares in an offshore account. The Participant should consult with a personal legal advisor to determine his or her reporting
obligations upon the acquisition of Shares under the Plan as such obligations are subject to change without notice based on the
interpretation of applicable regulations by the National Bank of Serbia.
Terms and Conditions
SINGAPORE
Restriction on Sale of Shares. The RSUs are subject to section 257 of the Securities and Futures Act (Chapter 289, 2006 Ed.)
(“SFA”). The Participant will not be able to make any subsequent sale of the Shares in Singapore, or any offer of such subsequent
sale of the Shares in Singapore, unless such sale or offer is made (i) after 6 months from the Date of Grant or (ii) pursuant to the
exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA or (iii) pursuant to, and in
accordance with, the conditions of any applicable provision of the SFA.
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Notifications
Securities Law Information. The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section
273(1)(f) of the SFA, under which it is exempt from the prospectus and registration requirements and is not made with a view to
the underlying Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a
prospectus with the Monetary Authority of Singapore.
Director Notification Requirement. If the Participant is a director, associate director or shadow director of a Singapore Subsidiary,
the Participant is subject to certain notification requirements under the Singapore Companies Act, regardless of whether the
Participant is a Singapore resident or employed in Singapore. Among these requirements is the obligation to notify the Singapore
Subsidiary in writing when the Participant receives or disposes of an interest (e.g., RSUs, Shares) in the Company or a
Subsidiary. These notifications must be made within two (2) business days of (i) acquiring or disposing of an interest in the
Company or any Subsidiary, (ii) any change in a previously disclosed interest (e.g., sale of Shares acquired under the Plan) or (iii)
becoming a director, associate director or shadow director if such an interest exists at that time. Futhermore, if the Participant is
the Chief Executive Officer (“CEO”) of a Singapore Subsidiary and the above notification requirements are determined to apply
to the CEO of a Singapore Subsidiary, the above notification requirements also may apply to the Participant.
Terms and Conditions
SPAIN
Nature of Grant. The following provisions supplement Section 6 of the Global Restricted Stock Unit Award Agreement:
By accepting the grant of the RSUs, the Participant consents to participation in the Plan and acknowledge that the Participant has received
a copy of the Plan.
The Participant understands that the Company has unilaterally, gratuitously, and in its sole discretion decided to grant the RSUs under the
Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that
is entered into upon the express assumption and condition that any grant will not bind the Company or any Subsidiary, other than to the
extent set forth in the Agreement. Consequently, the Participant understands that the grant of the RSUs is made on the assumption and
condition that the RSUs and any Shares acquired under the Plan are not part of any service agreement (either with the Company or any
Subsidiary), and shall not be considered a mandatory benefit, compensation for any purpose, or any other right whatsoever. In addition, the
Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant
acknowledges and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any
reason, then any grant of or right to the RSUs shall be null and void.
Further, the Participant understands that unless otherwise set forth in this Agreement, the Participant will not be entitled to continue
vesting in the RSUs after termination of the Participant’s Service. This will be the case, for example, even in the event of a termination
of the Participant’s
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Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal
adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be
without cause, material modification of the terms of employment agreement under Article 41 of the Workers’ Statute, relocation under
Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Company or Subsidiary and under Article
10.3 of the Royal Decree 1382/1985. The Participant acknowledges that the Participant has read and specifically accepts the conditions
referred to in Section 6 of the Global Restricted Stock Unit Award Agreement.
Notifications
Securities Law Information. No “offer to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory
in connection with the grant of the RSUs. The Plan, the Agreement and any other documents evidencing the grant of the RSUs have not
been, nor will they be, registered with the Comisión Nacional del Mercado de Valores, and none of those documents constitutes a public
offering prospectus.
Exchange Control Information. The Participant must declare the acquisition of Shares to the Spanish Dirección General de Comercio
Internacional e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy
and Competitiveness. The Participant must also declare ownership of any Shares by filing a Form D-6 with the Directorate of Foreign
Transactions each January while the Shares are owned. In addition, the sale of Shares must be declared on Form D-6 filed with the DGCI in
January, unless the sale proceeds exceed the applicable threshold (currently EUR 1,502,530), in which case, the filing is due within one
month after the sale.
Foreign Asset/Account Reporting Information. The Participant is required to declare electronically to the Bank of Spain any securities
accounts (including brokerage accounts held abroad), any foreign instruments (e.g., Shares) and any transactions with non-Spanish residents
(including any payments of cash or Shares made to the Participant by the Company or any U.S. brokerage account) if the balances in such
accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the
prior or current year, exceed EUR 1 million.
Further, to the extent the Participant holds Shares and/or has a bank account outside Spain with a value in excess of EUR 50,000 (for each
type of asset) as of December 31, the Participant will be required to report information on such assets on the Participant’s tax return (tax form
720) no later than March 31 for such year. After such Shares and/or accounts are initially reported, the reporting obligation will apply for
subsequent years only if the value of any previously-reported rights or assets increases by more than EUR 20,000 of if the Participant
transfers or disposes of previously-reported rights or assets.
US-DOCS\112623669.1
B-8
Terms and Conditions
SWITZERLAND
Securities Law Information. Neither this document nor any materials relating to the Shares (i) constitutes a prospectus according
to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made
publicly available in Switzerland to any person other than an employee of the Company or one of its Subsidiaries, and (iii) has
been or will be filed with, approved or supervised by any Swiss reviewing body according to Article 51 of FinSA or any Swiss
regulatory authority (in particular, the Swiss Financial Supervisory Authority (FINMA)).
Terms and Conditions
UNITED KINGDOM
Responsibility for Taxes. The following provisions supplement Section 3 of the Global Restricted Stock Unit Award Agreement:
Without limitation to Section 3 of the Global Restricted Stock Unit Award Agreement, the Participant agrees that the Participant
is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the
Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other
relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any
Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any
other relevant authority) on the Participant’s behalf.
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section
13(k) of the Exchange Act), the immediately foregoing provision will not apply; instead, the amount of any uncollected income
tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be
payable. The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC
under the self-assessment regime and for paying the Company or the Employer (as applicable) for the value of any
employee national insurance contributions due on this additional benefit.
US-DOCS\112623669.1
B-9
Exhibit 10.12.7
EXECUTION VERSION
AMENDMENT NO. 6
AMENDMENT NO. 6, dated as of December 17, 2021 (this “Amendment No. 6” or this “Agreement”), among SYNEOS
HEALTH, INC. (f/k/a INC Research Holdings, Inc.), a Delaware corporation (the “Administrative Borrower”), JPMORGAN CHASE
BANK, N.A., as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”), and the other parties hereto,
relating to the Credit Agreement, dated as of August 1, 2017 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time prior to the date hereof, the “Credit Agreement” and the Credit Agreement as amended by this Amendment No.
6, the “Amended Credit Agreement”), among the Administrative Borrower and the other borrowers party thereto, the Lenders from time to
time party thereto, the Issuing Banks from time to time party thereto and the Agent.
RECITALS:
WHEREAS, the Administrative Borrower wishes to effectuate certain amendments to the Credit Agreement as set forth herein.
WHEREAS, pursuant to Section 9.02 of the Credit Agreement, the Administrative Borrower, the Administrative Agent, the
Revolving Lenders, the 2020 Extending Term A Lenders and the 2021 Incremental Term A Lenders, agree to amend the Credit Agreement on
the terms and subject to the conditions set forth herein.
NOW THEREFORE, the parties hereto hereby agree as follows:
SECTION 1
Defined Terms. Unless otherwise specifically defined herein, each term used herein that is defined in the
Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference in the Credit Agreement to “this
Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, and each reference in any other Loan Document
to “the Credit Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or any other similar reference to the Credit Agreement shall, on
and from the Amendment No. 6 Closing Date, refer to the Credit Agreement as amended hereby.
SECTION 2
Amendments to Credit Agreement. On the Amendment No. 6 Closing Date, the Administrative Borrower,
the Agent and the Lenders party hereto agree that the Credit Agreement is, effective as of the Amendment No. 6 Closing Date, hereby
amended as follows:
a)
Section 1.01 thereof shall be amended by:
i.
Adding a new paragraph at the end of the definition of “Eurocurrency Rate” thereof to read as follows:
“Notwithstanding anything herein to the contrary, with respect to any Adjusted Eurocurrency Rate Loan denominated in
Dollars with an Interest Period of one week, the Eurocurrency Rate shall be the rate per annum determined by the Administrative
Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from
interpolating on a linear basis between (x) the Overnight LIBOR Rate on the date that is two Business Days prior to the first day
of such Interest Period and (y) the Eurocurrency Rate for a one-month Interest Period determined in accordance with clause (a)
above for such Interest Period. For the purpose of this paragraph, the “Overnight LIBOR Rate” means, for any day, a rate per
annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that
takes over the administration of such rate) for overnight
#95278732v6
deposits in Dollars as displayed on the applicable Reuters screen page at approximately 11:00 a.m., London time, on such day;
provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.”
ii. Adding the following definition in the appropriate alphabetical order:
“Overnight LIBOR Rate” has the meaning assigned to such term in the definition of “Eurocurrency Rate”.
SECTION 3
Conditions to the Amendment No. 6 Closing Date. This Amendment No. 6 shall become a binding
agreement of the parties hereto and the agreements set forth herein, and the amendments set forth in Section 2 shall each become effective on
the date (the “Amendment No. 6 Closing Date”) on which each of the following conditions is satisfied or waived:
(a)
The Agent shall have received from the Administrative Borrower, each Revolving Lender, each 2020 Extending
Term A Lender and each 2021 Incremental Term A Lender an executed counterpart hereof or other written confirmation (in form satisfactory
to the Agent) that such party has signed a counterpart hereof.
SECTION 4
the laws of the State of New York.
Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with
SECTION 5
Credit Agreement Governs. Except as expressly set forth herein, this Agreement shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or the Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend, novate or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed
in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a future consent to, or a
waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document in similar or different circumstances.
SECTION 6
Waiver. Neither the Agent nor any of its Affiliates shall be liable to the Borrowers, any other Loan Party or
any Lender or any of their respective Affiliates, equity holders or debt holders for any losses, costs, damages or liabilities incurred, directly or
indirectly, as a result of the Agent, or any of its Affiliates, taking any action in accordance with this Agreement.
SECTION 7
Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a
signature page to this Agreement by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be effective as delivery of a manually
executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be
deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
#95278732v6
2
SECTION 8
Miscellaneous. This Agreement shall constitute a “Loan Document” for all purposes of the Credit
Agreement and the other Loan Documents. The provisions of this Agreement are deemed incorporated into the Credit Agreement as if fully
set forth therein.
[Remainder of page intentionally left blank]
#95278732v6
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
SYNEOS HEALTH, INC.,
as the Administrative Borrower
By:
/s/ Jason Meggs
Name: Jason Meggs
Title: Chief Financial Officer
[Signature Page – Amendment No. 6 to Credit Agreement]
JPMORGAN CHASE BANK, N.A.
as Agent, Revolving Lender, 2020 Extending Term A Lender and 2021
Incremental Term A Lender
By:
/s/ Li Ling
Name: Li Ling
Title: Executive Director
#95278732v5
[Signature Page – Amendment No. 6 to Credit Agreement]
Bank of America, N.A.,
as Revolving Lender, 2020 Extending Term A Lender and 2021 Incremental
Term A Lender
By:
/s/ Alexandra Korchmar
Name: Alexandra Korchmar
Title: Vice President
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
PNC BANK, NATIONAL ASSOCIATION
as Revolving Lender, 2020 Extending Term A Lender and 2021 Incremental
Term A Lender
By:
/s/ Richard C. Brown
Name: Richard C. Brown
Title: Senior Vice President
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
Wells Fargo Bank, N.A.
as Revolving Lender, 2020 Extending Term A Lender and 2021 Incremental
Term A Lender
By:
/s/ Lindsey Stuckey
Name: Lindsey Stuckey
Title: Director
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
Truist Bank
as Revolving Lender, 2020 Extending Term A Lender and 2021 Incremental
Term A Lender
By:
/s/ Jonathan Hart
Name: Jonathan Hart
Title: Director
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
ING CAPITAL LLC
as Revolving Lender and 2020 Extending Term A Lender
By:
By:
/s/ Michael Kim
Name: Michael Kim
Title: Director
/s/ Stephen Farrelly
Name: Stephen Farrelly
Title: Director
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
GOLDMAN SACHS BANK USA,
as Revolving Lender and 2020 Extending Term A Lender
By:
/s/ Mahesh Mahon
Name: Mahesh Mahon
Title: Authorized Signatory
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
MUFG Bank, Ltd.
as Revolving Lender, 2020 Extending Term A Lender
By:
/s/ Kevin Wood
Name: Kevin Wood
Title: Director
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
Regions Bank
as Revolving Lender and 2020 Extending Term A Lender
By:
/s/ Ned Spitzer
Name: Ned Spitzer
Title: Managing Director
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
FIFTH THIRD BANK, NATIONAL SOCIATION
as Revolving Lender, 2020 Extending Term A Lender
By:
/s/ Shailesh Patel
Name: Shailesh Patel
Title: Managing Director
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
KeyBank National Association,
as Revolving Lender & 2020 Extending Term A Lender
By:
/s/ Alyssa Suckow
Name: Alyssa Suckow
Title: Vice President
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
TD Bank N.A.
as 2020 Extending Term A Lender
By:
/s/ Bernadette Collins
Name: Bernadette Collins
Title: Senior Vice President
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
The Huntington National Bank
as Revolving Lender and 2020 Extending Term A Lender
By:
/s/ Joseph D. Hricovsky
Name: Joseph D. Hricovsky
Title: Senior Vice President
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
First National Bank of Pennsylvania
as Revolving Lender and 2020 Extending Term A Lender
By:
/s/ Robert B. Weaver
Name: Robert B. Weaver
Title: Senior Vice President
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
HSBC Bank USA, National Association
as Revolving Lender and 2020 Extending Term A Lender
By:
/s/ Randy Chung
Name: Randy Chung
Title: Vice President
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH,
as Revolving Lender
By:
By:
/s/ Vipul Dhadda
Name: Vipul Dhadda
Title: Authorized Signatory
/s/ Daniel Kogan
Name: Daniel Kogan
Title: Authorized Signatory
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
Citibank N.A.
as Revolving Lender
By:
/s/ Stanislav Andreev
Name: Stanislav Andreev
Title: Vice President
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
12/16/2021
Morgan Stanley Bank N.A. as Revolving Lender.
By:
/s/ Gilroy D Souza
Name: Gilroy D Souza
Title: Authorized Signatory
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
THE TORONTO-DOMINION BANK, NEW YORK
BRANCH
as Revolving Lender
By:
/s/ Michael Borowiecki
Name: Michael Borowiecki
Title: Authorized Signatory
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
Western Alliance Bank,
as 2020 Extending Term A Lender
By:
/s/ Adam Dolkart
Name: Adam Dolkart
Title: Vice President
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
Atlantic Union Bank
as 2020 Extending Term A Lender
By:
/s/ William P. Massie
Name: William P. Massie
Title: Vice President
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
Mizuho Bank Ltd.,
as 2020 Extending Term A Lender
By:
/s/ Douglas Glickman
Name: Douglas Glickman
Title: Managing Director
#95285306v1
[Signature Page – Amendment No. 6 to Credit Agreement]
List of Subsidiaries of Syneos Health, Inc.
Exhibit 21.1
Entity Name
Addison Whitney LLC
Allidura Communications LLC
AmberCRO Armenia Limited
BioSector 2 LLC
Cadent Medical Communications, LLC
Caerus Marketing Group, LLC
Chamberlain Communications Group LLC
Chandler Chicco Agency, L.L.C.
Gerbig Snell/Weisheimer Advertising, LLC
Groupe Synteract Canada, S.E.C. / Synteract Group Canada, L.P.
Haas & Health Partner Public Relations GmbH
Harrison Clinical Research AR S.A.
Harrison Clinical Research Limited
Harrison Clinical Research Peru S.A.C.
HCR Acquisition GmbH
Illingworth Research Group (Australia) Pty Ltd.
Illingworth Research Group (France) SARL
Illingworth Research Group (Italy) S.R.L.
Illingworth Research Group (Spain) Sociedad Limitada
Illingworth Research Group (USA) Inc.
Illingworth Research Group Limited
Illingworth Research Limited
Improved Outcome Kabushiki Kaisha
INC Research BR Servicos de Pesquisas Clinicas Ltda.
Inc Research Branches Limited - Jordan Branch
INC Research Clinical Services Mexico Limited, S.A. de C.V.
INC Research CRO Argentina S.R.L.
INC Research CRO Malaysia Sdn. Bhd.
INC Research do Brasil - Pesquisas Clínicas Ltda.
INC Research South Korea
INC Research UK Limited - Portugal Rep Office
INC Research, S.A. de C.V.
INCResearch Australia Holdings Pty Limited
INCResearch Australia Pty Limited
inVentiv European Holdings Limited
inVentiv Health (Hong Kong) Limited
inVentiv Health (Malaysia) SDN. BHD.
inVentiv Health Clinical Mexico, S.A. de C.V.
inVentiv Health Clinical Peru S.A.
inVentiv Health Clinical Uruguay SRL
inVentiv Health Clinical, LLC
inVentiv Health Korea LLC
inVentiv Health Philippines, Inc.
inVentiv Health Singapore Pte Ltd Taipei Branch
inVentiv Health Singapore Pte. Ltd.
inVentiv Health Ukraine LLC
inVentiv International Pharma Services Private Ltd.
JourneyBegins LLC
Kendle Americas Investment Inc.
Kendle Americas Management Inc.
Kendle India Private Limited
Kendle NC LLC
Kendle Servicios, S.A. de C.V.
Kinapse India Scientific Services Private Limited
Kinapse Limited
Kinapse, Inc.
Jurisdiction
North Carolina
Delaware
Armenia
New York
Ohio
California
Delaware
New York
Ohio
Québec
Germany
Argentina
United Kingdom
Peru
Germany
Australia
France
Italy
Spain
Delaware
England & Wales
England & Wales
Japan
Brazil
Jordan
Mexico
Argentina
Malaysia
Brazil
Korea (the Republic of)
Portugal
Mexico
Australia
Australia
United Kingdom
Hong Kong
Malaysia
Mexico
Peru
Uruguay
Delaware
Korea (the Republic of)
Philippines
Taiwan (Province of China)
Singapore
Ukraine
India
Delaware
Ohio
Ohio
India
North Carolina
Mexico
India
United Kingdom
Delaware
Limited Liability Company Syneos Health RUS
Litmus Medical Marketing Services LLC
Navicor Group, LLC
Palio + Ignite, LLC
Pharmaceutical Institute, LLC
PNET US, LLC
PT Syneos Health Indonesia
Research Nurses Limited
RxDataScience, Inc.
Servicios Clinicos INC Research Chile Limitada
Sharpview Ophthalmology Limited
SHCR Holdings Corporation
SIA Syneos Health Latvia
StudyKIK Corporation
StudyKIK, LLC
Syneos Health (Barbados) SRL
Syneos Health (Barbados) SRL, LLC
Syneos Health (Beijing) Inc. Ltd. 赛纽仕医药信息咨询（北京）有限公司
Syneos Health (Shanghai ) Inc. Ltd. Dalian Branch 赛纽仕医药咨询（上海）有限公司大连分公司
Syneos Health (Shanghai) Inc. Ltd. Jingan Branch 赛纽仕医药咨询（上海）有限公司静安分公司
Syneos Health (Shanghai) Inc. Ltd. 赛纽仕医药咨询（上海）有限公司
Syneos Health (Thailand) Limited
Syneos Health Argentina S.A.
Syneos Health Australia Pty Ltd
Syneos Health Austria GmbH
Syneos Health BA Limited
Syneos Health Belgium BV
Syneos Health Branches Limited
Syneos Health Brasil Ltda
Syneos Health Brasil Ltda.
Syneos Health Bulgaria EOOD
Syneos Health Canada Inc.
Syneos Health Canada LP
Syneos Health Canada ULC
Syneos Health Chile S.A.
Syneos Health Clinical K.K.
Syneos Health Clinical Lab, Inc.
Syneos Health Clinical Ltd
Syneos Health Clinical Research Services, LLC
Syneos Health Clinical Spain, S.L.U.
Syneos Health Clinical SRE, LLC
Syneos Health Clinical, Inc.
Syneos Health Clinical, LLC
Syneos Health Clinique Inc.
Syneos Health Colombia Ltda
Syneos Health Commercial Europe Limited
Syneos Health Commercial Europe Limited - the Netherlands branch
Syneos Health Commercial France Sarl
Syneos Health Commercial Germany GmbH
Syneos Health Commercial Italy S.R.L.
Syneos Health Commercial K.K.
Syneos Health Commercial Services, LLC
Syneos Health Commercial Spain S.L.
Syneos Health Communications Europe Limited
Syneos Health Communications France S.a.r.l.
Syneos Health Communications Germany GmbH
Syneos Health Communications Holding Corp.
Russian Federation
New York
Ohio
Ohio
North Carolina
Delaware
Indonesia
England & Wales
Delaware
Chile
United Kingdom
Delaware
Latvia
Delaware
California
Barbados
Texas
China
China
China
China
Thailand
Argentina
Australia
Austria
United Kingdom
Belgium
United Kingdom
Brazil
Brazil
Bulgaria
Ontario
Ontario
Nova Scotia
Chile
Japan
New Jersey
Israel
Delaware
Spain
Delaware
Delaware
Delaware
Canada
Colombia
United Kingdom
Netherlands
France
Germany
Italy
Japan
New Jersey
Spain
United Kingdom
France
Germany
Delaware
Syneos Health Communications UK Limited
Syneos Health Communications, Inc.
Syneos Health Consulting, Inc.
Syneos Health Costa Rica S.A.
Syneos Health Croatia d.o.o.
Syneos Health CZ s.r.o.
Syneos Health d.o.o. Beograd
Syneos Health Denmark ApS
Syneos Health Egypt, Limited Liability Company
Syneos Health Finland Oy
Syneos Health France SARL
Syneos Health G.K.
Syneos Health Georgia LLC
Syneos Health Germany GmbH
Syneos Health Germany GmbH Sede Secondaria
Syneos Health Guatemala S.A.
Syneos Health Hellas Single Member S.A.
Syneos Health Holdings (Hong Kong) Limited
Syneos Health Holdings Germany GmbH
Syneos Health Holdings UK Limited
Syneos Health Holdings, Inc.
Syneos Health Hong Kong Limited
Syneos Health Hungary Korlátolt Felelősségű Társaság
Syneos Health II L.P.
Syneos Health International Holdings Limited
Syneos Health Investment, LLC
Syneos Health Ireland Limited
Syneos Health Italy S.R.L.
Syneos Health IVH UK Limited
Syneos Health Klinik Arastirma Limited Sirketi
Syneos Health Lebanon SARL
Syneos Health Medical Communications, LLC
Syneos Health Netherlands B.V.
Syneos Health New Zealand Limited
Syneos Health Norway AS
Syneos Health Peru S.R.L.
Syneos Health Philippines, Inc.
Syneos Health Poland sp. z o.o.
Syneos Health Portugal, Unipessoal LDA
Syneos Health Public Relations Holding, LLC
Syneos Health Receivables LLC
Syneos Health Research & Insights, LLC
Syneos Health Romania S.R.L.
Syneos Health Singapore Pte. Ltd
Syneos Health Slovakia s.r.o.
Syneos Health South Africa (Pty) Limited
Syneos Health Sweden AB
Syneos Health Switzerland GmbH
Syneos Health UK Limited
Syneos Health UK Limited - Jordan Branch
Syneos Health Ukraine Limited Liability Company
Syneos Health US, Inc.
Syneos Health, Inc.
Syneos Health, LLC
Syneos Pharma Partners, Co., Ltd.
Synteract (Pty) Ltd
Synteract GmbH
Synteract HCR Limited
Synteract Lanka (Pvt) Ltd
Synteract, Inc.
SynteractHCR Benelux NV
United Kingdom
Ohio
North Carolina
Costa Rica
Croatia
Czech Republic
Serbia
Denmark
Egypt
Finland
France
Japan
Georgia
Germany
Italy
Guatemala
Greece
Hong Kong
Germany
United Kingdom
Delaware
Hong Kong
Hungary
United Kingdom
United Kingdom
Delaware
Ireland
Italy
United Kingdom
Turkey
Lebanon
Ohio
Netherlands
New Zealand
Norway
Peru
Philippines
Poland
Portugal
Delaware
Delaware
Delaware
Romania
Singapore
Slovakia
South Africa
Sweden
Switzerland
United Kingdom
Jordan
Ukraine
Delaware
Delaware
Delaware
Japan
South Africa
Germany
United Kingdom
Sri Lanka
California
Belgium
SynteractHCR Corporation
SynteractHCR Denmark ApS
SynteractHCR Eastern Europe Forschungsgesellschaft mbH
SynteractHCR France SAS
SynteractHCR Group GmbH
SynteractHCR Holdings Corporation
SynteractHCR Iberica, S.L.
SynteractHCR Italia S.R.L.
SynteractHCR Latin America Holding GmbH
SynteractHCR Mexico S.A. de C.V.
SynteractHCR Poland sp.zo.o
SynteractHCR RUS OOO
SynteractHCR Sweden AB
SynteractHCR Ukraine LLC
SynteractHCR, s.r.o.
Taiwan Syneos Health Company Limited 台灣賽紐仕醫藥股份有限公司
Taylor Strategy Partners, LLC
The Selva Group, LLC
Delaware
Denmark
Austria
France
Germany
Delaware
Spain
Italy
Germany
Mexico
Poland
Russian Federation
Sweden
Ukraine
Czech Republic
Taiwan (Province of China)
Ohio
Ohio
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-225459, 333-219607, 333-212154, and 333-199960 on
Forms S-8 of our reports dated February 16, 2022, relating to the financial statements of Syneos Health, Inc. and the effectiveness of Syneos
Health, Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2021.
Exhibit 23.1
/s/ Deloitte & Touche LLP
Raleigh, North Carolina
February 16, 2021
Exhibit 31.1
I, Alistair Macdonald, certify that:
1. I have reviewed this Annual Report on Form 10-K of Syneos Health, Inc. (the “registrant”);
CERTIFICATIONS
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 16, 2022
/s/ Alistair Macdonald
Alistair Macdonald
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
I, Jason Meggs, certify that:
1. I have reviewed this Annual Report on Form 10-K of Syneos Health, Inc. (the “registrant”);
CERTIFICATIONS
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 16, 2022
/s/ Jason Meggs
Jason Meggs
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Alistair Macdonald, Chief
Executive Officer of Syneos Health, Inc. (the “registrant”), do hereby certify, that to the best of my knowledge:
1. The registrant's Annual Report on Form 10-K for the period ended December 31, 2021, (the “Report”), to which this Certification is
attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: February 16, 2022
/s/ Alistair Macdonald
Alistair Macdonald
Chief Executive Officer
(Principal Executive Officer)
This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and shall not be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Report, irrespective of any general
incorporation language contained in such filing.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Jason Meggs, Chief Financial
Officer of Syneos Health, Inc. (the “registrant”), do hereby certify, that to the best of my knowledge:
1. The registrant's Annual Report on Form 10-K for the period ended December 31, 2021 (the “Report”), to which this Certification is attached
as Exhibit 32.2, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: February 16, 2022
/s/ Jason Meggs
Jason Meggs
Chief Financial Officer
(Principal Financial Officer)
This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and shall not be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Report, irrespective of any general
incorporation language contained in such filing.