8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2022

SYNEOS HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36730	27-3403111
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1030 Sync Street Morrisville, North Carolina	27560-5468
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (919) 876-9300

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	SYNH	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

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

On April 28, 2022, the Board of Directors (the “Board”) of Syneos Health, Inc. (the “Company”) appointed Michelle Keefe as the Company’s Chief Executive Officer and as a Class I director, each effective as of April 29, 2022 (the “Effective Date”), succeeding Alistair Macdonald, who resigned from both positions as of the Effective Date. Also as of the Effective Date, Michael Brooks was appointed to serve as the Company’s Chief Operating Officer.

Prior to her appointment as Chief Executive Officer, Michelle Keefe, 55, served as the Company’s President, Medical Affairs & Commercial Solutions since November 2021, and President, Commercial Solutions from December 2017 to November 2021. 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 United States, 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. Ms. Keefe currently serves on the board of directors of the Healthcare Businesswomen’s Association and Execu-Search, a leading recruitment, contract staffing, and workforce solutions firm. The Board believes that Ms. Keefe’s significant leadership experience and extensive knowledge of the full commercialization of biopharmaceutical products will be valuable contributions to the Board.

Prior to his appointment as Chief Operating Officer, Michael Brooks, 48, served as the Company’s Chief Development Officer & Global Head Clinical Development Solutions since November 2021 after serving as Chief Development Officer from July 2021 to November 2021. Prior to joining Syneos Health, Mr. Brooks held multiple leadership roles at LabCorp (Covance), a leading global contract research organization. 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. Mr. Brooks’ spouse is also an employee of the Company. Between January 1, 2021 and March 25, 2022, the Company paid Mr. Brooks’ spouse a total of $479,445 in cash compensation, granted her restricted stock unit awards with an aggregate grant date fair value of $597,704, and provided her with benefits valued at $43,539.  

Letter Agreement with Michelle Keefe, Chief Executive Officer

In connection with her appointment as Chief Executive Officer, the Company entered into a letter agreement with Ms. Keefe (the “Keefe Letter Agreement”) on the Effective Date. The Keefe Letter Agreement outlines, among other things, Ms. Keefe’s compensation as Chief Executive Officer, as follows: (i) annual base salary of $1,000,000; (ii) annual target bonus opportunity of 120% of base salary; (iii) an annual long term incentive grant opportunity, granted according to the Company’s normal annual grant process beginning in 2023, valued at $5,250,000, comprised of 50% performance-based restricted stock units and 50% restricted stock units, vesting equally over three years; and (iv) the grant of restricted stock units in connection with her appointment, with an aggregate dollar-denominated value equal to $3,775,000, vesting (x) as to 50% of restricted stock units, in substantially equal installments on each of the first anniversary of the grant date, January 18, 2024 and January 18, 2025 and (y) as to 50% of the restricted stock units, based on the achievement of performance goals.  

In addition, Ms. Keefe will continue to participate in the Company’s Executive Severance Plan, except (i) Ms. Keefe’s cash severance opportunity will equal 200% (outside the change in control context) or 300% (within the change in control context) of the sum of her base salary and target bonus, and (ii) she will be entitled to 24 months’ COBRA premium entitlement.

The foregoing summary of the terms of the Keefe Letter Agreement is qualified in its entirety by reference to the complete text of the Keefe Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Letter Agreement with Michael Brooks, Chief Operating Officer

In connection with his appointment as Chief Operating Officer, the Company entered into a letter agreement with Mr. Brooks (the “Brooks Letter Agreement”) on the Effective Date. The Brooks Letter Agreement outlines, among other things, Mr. Brooks’ compensation as Chief Operating Officer, as follows: (i) annual base salary of $750,000; (ii) annual target bonus opportunity of 100% of base salary; (iii) an annual long term incentive grant opportunity, granted according to the Company’s normal annual grant process beginning in 2023, valued at $3,375,000, comprised of 50% performance-based restricted stock units and 50% restricted stock units, vesting equally over three years; and (iv) the grant of restricted stock units in connection with his appointment, with an aggregate dollar-denominated value equal to $1,957,500, vesting (x) as to 50% of restricted stock units, in substantially equal installments on each of the first anniversary of the grant date, January 18, 2024 and January 18, 2025 and (y) as to 50% of the restricted stock units, based on the achievement of performance goals.

In addition, Mr. Brooks will continue to participate in the Company’s Executive Severance Plan, except (i) Mr. Brooks’ cash severance opportunity will equal 150% (outside the change in control context) or 250% (within the change in control context) of the sum of his base salary and target bonus, and (ii) he will be entitled to 24 months’ COBRA premium entitlement.

The foregoing summary of the terms of the Brooks Letter Agreement is qualified in its entirety by reference to the complete text of the Brooks Letter Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Agreements with Alistair Macdonald, Former Chief Executive Officer

In connection with Mr. Macdonald’s resignation, he will serve as an advisor to the Board and CEO through the end of March 2023. Mr. Macdonald will become a consultant to the Company effective July 1, 2022.  The Company (or a subsidiary) and Mr. Macdonald entered into (i) an agreement memorializing the terms of his continued employment as an advisor, including continued vesting of certain Company equity awards (the “Separation Agreement”) and (ii) a Consulting Agreement (the “Consulting Agreement”) that provides for a fixed fee of £150 per hour and continued vesting of certain Company equity awards held by him during the 12‑month consulting period, as well as customary restrictive covenants.

The foregoing summary of the terms of each of the Separation Agreement and the Consulting Agreement is qualified in its entirety by reference to the complete text of the Separation Agreement and the Consulting Agreement, copies of which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8‑K and incorporated by reference herein.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.
10.1	Letter Agreement between the Company and Michelle Keefe, dated April 29, 2022.
10.2	Letter Agreement between the Company and Michael Brooks, dated April 29, 2022.
10.3	Agreement between Syneos Health UK Limited and Alistair Macdonald, dated April 29, 2022.
10.4	Consulting Agreement between the Company and Alistair Macdonald, dated April 29, 2022.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SYNEOS HEALTH, INC.
Date:	April 29, 2022	By:	/s/ Jonathan Olefson
			Name:	Jonathan Olefson
			Title:	General Counsel and Corporate Secretary

EX-10.1

Exhibit 10.1

April 29, 2022

Michelle Keefe

1030 Sync Street

Morrisville, North Carolina 27560

Dear Michelle,  

On behalf of Syneos Health (the “Company”), the Board of Directors (the “Board”) and all of us who’ve been engaged in the conversation, I’m delighted to offer you the position of Chief Executive Officer (“CEO”) with duties, responsibilities, and authorities commensurate with such position, reporting solely and directly to the Board. You will also be appointed to serve as a member of the Board.

We’re confident that your contributions as CEO will shape the business, drive performance and actualize our vision of Shortening the Distance from Lab to Life.

We have discussed that you will continue to be based out of our office in New York City.

Base Salary. Your annual base salary will be $1,000,000 US Dollars (USD), payable in accordance with the Company’s standard payroll schedule and pro-rated for any partial year of employment as CEO. This salary will be subject to annual review for increase (but not decrease) as determined by the Board (or a subcommittee thereof) in its sole discretion and pursuant to the Company’s employee compensation policies in effect from time to time.

Employee Benefits; Expenses. As a regular employee of the Company, you will continue to be eligible to participate in a number of Company-sponsored benefits. In addition, you will continue to be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time. The Company will reimburse you for all reasonable and necessary expenses actually incurred by you in connection with the business affairs of the Company and the performance of your duties hereunder, in accordance with Company policy as in effect from time to time.

MIP. You will continue to 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 (or a subcommittee thereof). Your annual MIP target will be 120% of your annual base salary (and will be pro-rated for 2022 to reflect your partial year as CEO). MIP payouts can potentially range from zero to 200% of your target.

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LTIP. You will continue to be eligible to participate in the Syneos Health Long Term Incentive Plan (LTIP). LTIPawards are typically granted in the first quarter of each year, subject to annual review and approval by the Board, and generally consist of 50% Restricted Stock Units (RSUs) and 50% Performance Restricted Stock Units (PRSUs). RSUs generally vest equally over three years in accordance with the terms set forth in the grant. PRSUs are eligible to vest after three years based on performance against targets established for the three-year performance period, and vesting can range from 0% to 150% of PRSUs granted. Your annual LTIP target will be 525% of your base salary beginning in 2023 (for 2022 you will receive the Sign-On Equity Grant described below).

Sign-On Equity Grant. You will be granted a restricted stock unit award (“RSUs”) with a dollar-denominated value equal to $3,775,000. Consistent with the Company’s practice, this grant will be awarded on the 15^th day of the month after you execute this letter, or, if the 15^th day of the month is not a business day, on the first business day thereafter (which is anticipated to be May 16, 2022). The number of RSUs will be determined by dividing this value by the average closing price of the Company’s common stock during the 15 trading day period ending on and including the grant date. 50% of the RSUs will vest in substantially equal installments on each of (i) the first anniversary of the grant date, (ii) January 18, 2024 and (iii) January 18, 2025, subject to continued employment. The remaining 50% of the RSUs will vest based on the same performance and time-vesting conditions as applied to the annual equity awards granted by the Company in 2022. The RSUs will be subject to the terms and conditions set forth in the Company’s 2018 Equity Incentive Plan and an award agreement in a form prescribed by the Company.

Summary of Employment Offer Key Terms

Compensation Element	Amount
Annual Base Salary	$1,000,000
Management Incentive Plan	Target is 120% of Base Salary ($)
Long Term Incentive Plan	Target is 525% of Base Salary ($)
Total	$7,450,000
Sign-On Equity Grant Value	$3,775,000

Severance. You will continue to be a participant in the Company’s Executive Severance Plan (the “Severance Plan”), subject to the following amendments: (i) upon a Qualifying Termination during a Non-CIC Period, you will be entitled to receive 200% (rather than 100%) of the sum of your Base Salary and Target Bonus Amount and your COBRA premium entitlement will equal 24 months (rather than 12 months) of premiums for COBRA continuation coverage; (ii) upon a Qualifying Termination during a CIC Period, you will be entitled to receive 300% (rather than 200%) of the sum of your Base Salary and Target Bonus Amount. Capitalized terms not defined herein shall have the same meaning as set forth in the Severance Plan and (iii) notwithstanding anything in the Severance Plan or otherwise to the contrary: (1) the avoidance of doubt, for purposes of clause (iv) of the definition of “Good Reason” of the Severance Plan, this agreement shall constitute an “employment agreement”; and (2) any Release under the Severance Plan

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shall exclude claims for indemnification (including advancement of expenses) and directors and officers insurance coverage.

Employment Relationship. We greatly look forward to having you accept this offer to be the Company’s CEO. 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. This is the full and complete agreement between you and the Company of these terms. The at-will nature of your employment may only be changed in an express written agreement signed by you and an authorized officer of the Company (other than you).

Tax Matters.

• Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

• Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or the Board related to tax liabilities arising from your compensation.

Governing Law. The terms of this letter agreement and the resolution of any disputes as to meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by New York law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in New York County in the State of New York in connection with any Dispute or any claim related to any Dispute, except as otherwise provided in any agreement between you and the Company containing restrictive covenants.

Legal Advice. You acknowledge that you have been advised by the Company to consult with, and seek the advice of, a personal attorney of your choice prior to executing this letter agreement in connection with the negotiation, drafting and execution of this letter agreement. You represent and warrant that you have, in fact, retained a personal attorney for such purpose and have received the advice of such attorney with respect to the terms of this letter agreement, and the negotiation of this letter agreement, prior to entering into either and including, without limitation, with respect to the covenants and provisions noted in the preceding sentence. The Company shall pay or reimburse you $15,000 for your legal costs incurred in the negotiation of this letter agreement and related agreements, within thirty (30) days of receipt of an invoice therefor.

Indemnification/D&O Coverage. The Company shall provide you with the form of Indemnification Agreement attached hereto as Exhibit A and shall provide you with directors and officers

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insurance coverage on a basis no less favorable than that provided to any other director or officer.

If you wish to accept this offer, please sign below and return the fully executed letter to me and Jonathan Olefson (Jonathan.Olefson@SyneosHealth.com). You should keep one copy of this letter for your own records. Should you have any questions about this letter agreement, please do not hesitate to contact me. Congratulations!

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Sincerely,

/s/ John Dineen

John Dineen

Chair, Board of Directors

By:	/s/ Michelle Keefe	Date:	April 29, 2022
Name:	Michelle Keefe

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EXHIBIT A

[Separately filed with the Securities and Exchange Commission]

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EX-10.2

Exhibit 10.2

April 29, 2022

Michael Brooks

1030 Sync Street

Morrisville, North Carolina 27560

Dear Michael,  

On behalf of Syneos Health (the “Company”), the Board of Directors (the “Board”) and all of us who’ve been engaged in the conversation, I’m delighted to offer you the position of Chief Operating Officer (“COO”) reporting to the Company’s Chief Executive Officer.

We’re confident that your contributions as COO will shape the business, drive performance and actualize our vision of Shortening the Distance from Lab to Life.

Base Salary. Your annual base salary will be $750,000 US Dollars (USD), payable in accordance with the Company’s standard payroll schedule and pro-rated for any partial year of employment as COO. This salary will be subject to annual review for increase (but not decrease) as determined by the Board (or a subcommittee thereof) in its sole discretion and pursuant to the Company’s employee compensation policies in effect from time to time.

Employee Benefits; Expenses. As a regular employee of the Company, you will continue to be eligible to participate in a number of Company-sponsored benefits. In addition, you will continue to be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time. The Company will reimburse you for all reasonable and necessary expenses actually incurred by you in connection with the business affairs of the Company and the performance of your duties hereunder, in accordance with Company policy as in effect from time to time.

MIP. You will continue to 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 (or a subcommittee thereof). Your annual MIP target will be 100% of your annual base salary (and will be pro-rated for 2022 to reflect your partial year as COO). MIP payouts can potentially range from zero to 200% of your target.

LTIP. You will continue to be eligible to participate in the Syneos Health Long Term Incentive Plan (LTIP). LTIPawards are typically granted in the first quarter of each year, subject to annual review and approval by the Board, and generally consist of 50% Restricted Stock Units (RSUs)

© 2022 All rights reserved | Confidential | For Syneos Health^® use only syneoshealth.com | 1

and 50% Performance Restricted Stock Units (PRSUs). RSUs generally vest equally over three years in accordance with the terms set forth in the grant. PRSUs are eligible to vest after three years based on performance against targets established for the three-year performance period, and vesting can range from 0% to 150% of PRSUs granted. Your annual LTIP target will be 450% of your base salary beginning in 2023 (for 2022 you will receive the Sign-On Equity Grant described below).

Sign-On Equity Grant. You will be granted a restricted stock unit award (“RSUs”) with a dollar-denominated value equal to $1,957,500. The number of RSUs will be determined by dividing this value by the average closing price of the Company’s common stock during the 15 trading day period ending on and including the grant date. 50% of the RSUs will vest in substantially equal installments on each of (i) the first anniversary of the grant date, (ii) January 18, 2024 and (iii) January 18, 2025, subject to continued employment. The remaining 50% of the RSUs will vest based on the same performance and time-vesting conditions as applied to the annual equity awards granted by the Company in 2022. The RSUs will be subject to the terms and conditions set forth in the Company’s 2018 Equity Incentive Plan and an award agreement in a form prescribed by the Company.

Summary of Employment Offer Key Terms

Compensation Element	Amount
Annual Base Salary	$750,000
Management Incentive Plan	Target is 100% of Base Salary ($)
Long Term Incentive Plan	Target is 450% of Base Salary ($)
Total	$4,875,000
Sign-On Equity Grant Value	$1,957,500

Severance. You will continue to be a participant in the Company’s Executive Severance Plan (the “Severance Plan”), subject to the following amendments: (i) upon a Qualifying Termination during a Non-CIC Period, you will be entitled to receive 150% (rather than 100%) of the sum of your Base Salary and Target Bonus Amount and your COBRA premium entitlement will equal 24 months (rather than 12 months) of premiums for COBRA continuation coverage; and (ii) upon a Qualifying Termination during a CIC Period, you will be entitled to receive 250% (rather than 200%) of the sum of your Base Salary and Target Bonus Amount. Capitalized terms not defined herein shall have the same meaning as set forth in the Severance Plan.

Employment Relationship. We greatly look forward to having you accept this offer to be the Company’s COO. 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. This is the full and complete agreement between you and the Company of these terms. The at-will nature of your employment may only be changed in an express written agreement signed by you and an authorized officer of the Company (other than you).

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Tax Matters.

• Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

• Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or the Board related to tax liabilities arising from your compensation.

Governing Law. The terms of this letter agreement and the resolution of any disputes as to meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by New York law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in New York County in the State of New York in connection with any Dispute or any claim related to any Dispute, except as otherwise provided in any agreement between you and the Company containing restrictive covenants.

Legal Advice. You acknowledge that you have been advised by the Company to consult with, and seek the advice of, a personal attorney of your choice prior to executing this letter agreement in connection with the negotiation, drafting and execution of this letter agreement. You represent and warrant that you have, in fact, retained a personal attorney for such purpose and have received the advice of such attorney with respect to the terms of this letter agreement, and the negotiation of this letter agreement, prior to entering into either and including, without limitation, with respect to the covenants and provisions noted in the preceding sentence. The Company shall pay or reimburse you for up to $15,000 of your legal costs reasonably incurred in the negotiation of this letter agreement and related agreements, within thirty (30) days of receipt of an invoice therefor.

If you wish to accept this offer, please sign below and return the fully executed letter to me and Jonathan Olefson (Jonathan.Olefson@SyneosHealth.com). You should keep one copy of this letter for your own records. Should you have any questions about this letter agreement, please do not hesitate to contact me. Congratulations!

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Sincerely,

/s/ John Dineen

John Dineen

Chair, Board of Directors

By:	/s/ Michael Brooks	Date:	April 29, 2022
Name:	Michael Brooks

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EX-10.3

Exhibit 10.3

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

THIS DEED is made on April 29, 2022 and again on _____________________

BETWEEN

(1) SYNEOS HEALTH UK LIMITED, a company registered in England with registered number  04428083 and having its registered office at Farnborough Business Park, 1 Pinehurst Road, Farnborough, Hampshire, England, GU14 7BF (the “Company”); and

(2) ALISTAIR MACDONALD, residing at Wilton House, 13 Sunning Avenue, Sunningdale, Berkshire, SL5 9PN (“you” or the “Executive”).

BACKGROUND

(A) You will step down as Chief Executive Officer of the Company on April 29, 2022 and your employment with the Company will terminate on June 30, 2022.  With effect from June 30, 2022 you will provide services to the Company under the Consulting Agreement (as defined below);

(B) The parties have entered into this Agreement for the purposes of recording and implementing the terms that they have agreed as full and final settlement of the Claims and any and all other claims that you have and/or may have against the Company and any Group Company (as defined below) whether or not they are or could be in the contemplation of the parties at the date of this Agreement;

(C) The parties agree that the conditions regulating settlement agreements under the Acts (as defined below) are satisfied by this Agreement;

(D) The Company is entering into this Agreement for itself and for all Group Companies, and is duly authorised to do so in that respect;

(E) The Agreement shall be signed twice by both parties, the First Signing Date shall be on agreement of the terms and the Second Signing Date shall be on or within fourteen days of the Separation Date; and

(F) The warranties, waivers, undertakings and other terms of Clause 7 and Clause 8 are given at the First Signing Date and again at the Second Signing Date.

IT IS AGREED as follows:

1. Definitions and interpretation

1.1 Definitions

In this Agreement, unless the context otherwise requires:

“the Acts” means the Employment Rights Act 1996 section 203(3), the Equality Act 2010, section 147, the Trade Union and Labour Relations (Consolidation) Act 1992 section 288(2B), the Working Time Regulations 1998 regulation 35(2)(b), the National Minimum Wage Act 1998 section 49(3)(a)

“Claims” means the claims that you believe that you have against the Company or any Group Company or against any of its or their respective shareholders, officers, employees or agents, being:

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(i) for breach of contract arising out of your employment, or termination of the employment, or otherwise;

(ii) for unfair dismissal under the Employment Rights Act 1996;

(iii) in relation to unauthorized deductions from wages;

(iv) for working time or holiday pay under the Working Time Regulations 1998;

(v) for direct or indirect discrimination, harassment or victimisation on grounds of sex, marital or civil partner status, gender reassignment or maternity and any claim for harassment of a sexual nature, under section 120 of the Equality Act 2010;

(vi) for direct or indirect discrimination, harassment or victimisation on grounds of colour, race, nationality or ethnic or national origin, under section 120 of the Equality Act 2010;

(vii) for direct or indirect discrimination, harassment or victimisation on grounds of sexual orientation under section 120 of the Equality Act 2010;

(viii) for direct or indirect discrimination, harassment or victimisation on grounds of religion or belief under section 120 of the Equality Act 2010;

(ix) for direct or indirect discrimination, harassment or victimisation on grounds of age under section 120 of the Equality Act 2010;

(x) for direct or indirect discrimination, harassment or victimisation on grounds of or related to disability and/or discrimination arising from disability and/or any claim for breach of the duty to make reasonable adjustments under section 120 of the Equality Act 2010

(xi) for breach of contract or any other rights to or in respect of shares or other securities or securities based incentives (individually and together “Share Incentives”) in the Company or any Group Company, other than in respect of the Retained Awards;

(xii) for a statutory redundancy payment;

(xiii) for unlawful detriment under the Employment Rights Act 1996;

(xiv) for failure to pay the national minimum wage;

(xv) under the Public Interest Disclosure Act 1998; and

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EU-DOCS\38069419.6

(xvi) or compensation under section 168 and/or section 169 of the Data Protection Act 2018

“Consulting Agreement”	means the agreement for your appointment as consultant and the provision of consulting services between you and Syneos Health, Inc., dated as of April 29, 2022
“Employment Contract”	means the Executive Service Agreement by and between the Company and you, dated July 27, 2016, as amended on April 1, 2017 and January 15, 2020
“First Signing Date”	means the first date this Agreement is signed by the parties
“Forfeited PRSU Awards”	means the unvested Syneos Health, Inc. Global Performance Restricted Stock Unit awards (or portions thereof) granted to you pursuant to the Syneos Equity Plan: (i)(i)             on January 15, 2021 in respect of 23,574 Performance Restricted Stock Units; and (ii)(ii)            on January 18, 2022 in respect of 15,249 Performance Restricted Stock Units
“Group”	means the Company, any presently existing or future holding company or undertaking of the Company and any presently existing or future subsidiaries and subsidiary undertakings of the Company or such holding company or undertaking (and the words “subsidiary” and “holding company” shall have the meanings given to them in section 1159 in the Companies Act 2006)
“Group Company”	means any company within the Group
“Retained Awards”	means the Syneos Health, Inc. Global Performance Restricted Stock Unit awards and Syneos Health, Inc. Global Restricted Stock Unit awards granted to you under the Syneos Equity Plan on 15 January 2020, 15 January 2021 and 18 January 2022, excluding the Forfeited PRSU Awards
“Schedule”	means a schedule to this Agreement
“Second Signing Date”	means the second date this Agreement is signed by the parties
“Separation Date”	means June 30, 2022
“Syneos Equity Plan”	means the Syneos Health, Inc. 2018 Equity Incentive Plan adopted by the Board of directors of Syneos Health, Inc. on 15 March 2018 and approved by the shareholders of Syneos Health, Inc. on 24 May 2018.

1.2 Interpretationand Construction

Save to the extent that the context or the express provisions of this Agreement require otherwise, in this Agreement:

(a) words importing the singular shall include the plural and vice versa;

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(b) words importing any gender shall include all other genders;

(c) references to any statute or statutory provision (including any subordinate legislation) include any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision;

(d) references to a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality) or two or more of the foregoing;

(e) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and “including”, “include” and “in particular” shall be construed without limitation; and

(f) the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible.

1.3 Headings

The headings in this Agreement are included for convenience only and shall be ignored in construing the Agreement.

2. Termination of Employment and offices

2.1 You will step down as Chief Executive Officer of the Company on April 29, 2022. You will continue to be employed by the Company as a board adviser until the Separation Date, at which point your employment with the Company will terminate. From May 15, 2022 you will not be required to attend the Company’s offices to perform duties other than to co-operate fully with the Company and assist in procuring an orderly handover of your duties to the person nominated by the Company.

2.2 You will do all such acts and things as the Company may require to effect your resignation from all other offices to which you were appointed in connection with or by reason of your employment by or appointment with the Company or any Group Company, including all trusteeships.

2.3 You acknowledge and agree that none of the execution of this Agreement, your resignation as Chief Executive Officer or termination of employment on the Separation Date or the Company’s appointment of a new Chief Executive Officer shall constitute a Qualifying Termination within the meaning of the Employment Contract between or among you, the Company and/or any Group Company.

2.4 This Agreement will be signed on the First Signing Date and again on the Second Signing Date.  The Second Signing Date is to occur on or within fourteen days after the Separation Date.  On the Second Signing Date all of the warranties, waivers, undertakings and other terms of Clause 7 and Clause 8 will be re-stated as at the Second Signing Date.

3. Syneos Equity PLan

3.1 The Executive holds a number of vested and unvested equity awards granted under the Syneos Equity Plan (“Company Equity Awards”), and the Parties agree, and the Company agrees on behalf of Syneos Health, Inc., as follows in respect of such Company Equity Awards.

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3.2 You acknowledge and agreethat, effective as of the Separation Date, you shall forfeit the Forfeited PRSU Awards.

3.3 The Parties agree, and the Company agrees on behalf of Syneos Health, Inc. that, for the purposes of the Syneos Equity Plan, the termination of the Executive’s employment and appointment of the Executive as a consultant under the Consulting Agreement shall constitute a continuation of Service (as defined in the Syneos Equity Plan) and is a change of the Executive’s status from employee to consultant as contemplated by Section 14(a) of the Syneos Equity Plan.

3.4 Pursuant to Clause 3.3 above, all Retained Awards shall be unaffected by the termination of employment on the Separation Date, and shall therefore (to the extent unvested) continue to vest subject to and in accordance with their terms.

For the avoidance of doubt, the Retained Awards include the following awards projected for vesting in 2023:

RSUs
Grant	Vesting/Distribution	Units	Notes/Comments
20EXRSUCEO	JAN/15/2023	16,256	2020 Grant RSU Year 3
21EXRSUCEO	JAN/15/2023	15,716	2021 Grant RSU Year 2
22EXRSUCEO	JAN/18/2023	10,166	2022 Grant RSU Year 1
PRSU's
Grant	Vesting/Distribution	Units	Notes/Comments
20CEOPSU_R	MAR/15/2023	36,577.50	Target Units from 2020-22 3 year ROIC Performance
20CEOPSU_E	MAR/15/2023	4,308	Actual Units from 2020 EPS Performance
20CEOPSU_E	MAR/15/2023	8,209	Actual Units from 2021 EPS Performance
20CEOPSU_E	MAR/15/2023	12,192	Target Units from 2022 EPS Performance

3.5 Except as set out in Clause 3.2, and in accordance with the agreement in Clause 3.3 above, you will be entitled to retain or receive any vested amounts due to you under any employee benefit plan, program or policy of the Company (including vested awards under the Syneos Equity Plan), in any case pursuant to and in accordance with the terms and conditions of the applicable plan, program or policy.

4. Payment of Accrued Sums and Expenses

4.1 The Company will pay you salary in respect of the period up to the Separation Date and pay in lieu of any holiday which is accrued but untaken for the holiday year in which the employment terminates up to the Separation Date.  Within 30 days following the Separation Date, the Company will pay you (i) all accrued salary and (ii) any unreimbursed business expenses incurred by the Executive, in accordance with Company policy, prior to the Separation Date (collectively, the “Accrued Obligations”).

4.2 All sums payable under this Agreement will be paid via payroll in the normal way and will be paid after deduction of applicable tax and employee National Insurance contributions.

4.3 Save as provided for in this Agreement, you accept that you are not entitled to and will not be paid or receive any commission or bonus.

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5. NOTICE Payment

The Executive waives all rights to receive a notice payment, payment in lieu of notice or severance payment pursuant to his Employment Contract or otherwise.

6. Taxation

6.1 The Parties understand that any payments under this Agreement will be subject to deduction of tax before payment to you.

6.2 You will be responsible and liable for the payment of any applicable tax and employee’s National Insurance contributions and any similar employee social security contributions and other similar employment related taxes wherever in the world arising (including any interest, penalties, costs and expenses, but not including any such interest, penalties costs and expenses which arise as a result of the default and/or delay of the Company and/or any Group Company) due in respect of the benefits and incentives (if any) set out in this Agreement (excluding the tax and National Insurance contributions deducted by the Company) (the “Additional Tax”).  You will indemnify the Company and each Group Company and keep them indemnified on a continuing basis against all and any liability for Additional Tax that the Company or any Group Company may incur.  

6. Legal Costs

6.1 Subject to receipt by the Company of the signed certificate at Schedule 1, the Company will make a contribution of up to £10,000 (plus VAT) towards the reasonable legal costs incurred by you for the advice received regarding the termination of your employment and entering into this Agreement (in respect of the advice received in connection with signing this Agreement on the First Signing Date and the Second Signing Date).

6.2 Payment of this sum will be made directly to your solicitors by the Company within 14 days after receipt by the Company of a copy of a VAT invoice from your solicitors (which should be addressed to you but marked as payable by the Company). This should be sent by email to Jonathan Olefson at Jonathan.Olefson@SyneosHealth.com. For the avoidance of doubt, your solicitors shall be entitled to raise separate invoices in connection with advice given to you as at (1) the First Signing Date and (2) the Second Signing Date provided always that the aggregate amount of such invoices do not exceed the amount specified in Clause 6.1.

7. Warranties

7.1 You warrant and agree that:

(a) you have not raised and (save for any claims arising from or in connection any matter referred to in Clause 8.3 below)  will not in the future raise any legal proceedings against the Company or any Group Company or against any of its or their respective shareholders, officers, employees or agents; and

(b) other than the Claims, as at the First Signing Date or the Second Signing Date (as applicable) you have no further or outstanding claims or rights of action, being any further or outstanding claims or rights of action, whether under statute or common law (including contractual, tortious or other claims) and whether before an Employment Tribunal, court or otherwise and whether in the UK or any other jurisdiction in the world against the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents including in respect of or arising out of your employment, or the holding of any office with, or investment in the Company or any Group Company or the termination of that employment or office (such claims or rights of action referred to as “Further Claims”).

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7.2 You warrant as a strict condition to payment under this Agreement that there are no circumstances or facts of which you are aware or of which you ought to be aware which could constitute a repudiatory breach by you of your Employment Contract which would entitle or have entitled the Company to terminate your employment without notice.

8. Settlement

8.1 You accept the terms of this Agreement in full and final settlement of the Claims and all and any Further Claims, whether such claims are known or unknown to the parties and whether or not they are or could be in the contemplation of the parties at the date of this Agreement, which are waived and released in full.

8.2 You undertake not to institute or pursue any proceedings against the Company or any Group Company or against any of its or their respective shareholders, officers, employees or agents before an Employment Tribunal, court or any other judicial body anywhere in the world in respect of the Claims or for any remedy arising from any Further Claims.

8.3 You do not waive your right to enforce the terms of this Agreement or bring a claim for accrued rights under any pension scheme or bring a claim arising from or in connection with (a) your entitlements to any Company Equity Awards or (b) the Consultancy Agreement or (c) damages for latent personal injuries and/or any latent industrial disease arising out of the course of your employment with the Company and/or the Group that are currently unknown to you.  You warrant that you are not aware of having any such personal injuries.  These exceptions are the only claims which have not been settled by this Agreement.

8.4 Subject to the terms of Clause 8.3, if any other claim emerges in law or in fact anywhere in the world, then you agree that there should be no recourse to any remedy for the claim against the Company or any Group Company.  You acknowledge and accept that you have taken into account that you have waived the right to pursue any claims whether foreseeable or not previously known, against the Company or any Group Company.

9. Acknowledgement

You acknowledge that the Company has entered into this Agreement in reliance on the warranties and the undertakings given you in Clause 7 and Clause 8 respectively.  In the event of any breach by you of any of those warranties or undertakings, any payments under this Agreement, shall be repaid by you to the Company immediately and shall be recoverable by the Company as a debt.

10. Confidentiality

10.1 You agree that you continue to owe a duty of confidentiality to the Company and to the Group after the Separation Date.

10.2 You undertake to keep confidential the existence and terms of this Agreement and that you will not disclose the same to any other person unless expressly authorised by the Company (or as may be required to comply with applicable law). For the avoidance of doubt, nothing in this Agreement precludes you from making a protected disclosure under section 43A of the Employment Rights Act 1996, and nothing in this Agreement will prevent disclosure by you of information:

(a) as required by law or regulatory obligation, including for the purpose of reporting misconduct, or a serious breach of regulatory requirements, to a regulator or as required by any competent authority;

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(b) for the purpose of reporting an offence to the police or a law enforcement agency and/or co-operating with a criminal investigation or prosecution;

(c) in compliance with an order of, or to give evidence to, a court or tribunal of competent jurisdiction;

(d) subject to you first advising them of the confidential nature of the information disclosed, to your spouse or civil partner and immediate family, and professional advisers (including tax advisers), and strictly on condition that they also keep the existence, terms and negotiation of this Agreement and the circumstances concerning the termination of his employment confidential; or

(e) as otherwise required for the purpose of enforcing any of the provisions of this Agreement.

10.3 You undertake not to do any act or thing that might reasonably be expected would damage the business, interests or reputation of the Company or any Group Company and will not make or publish or cause to be made or published to anyone in any circumstances any disparaging remarks concerning the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents.  

10.4 You acknowledge and agree that any payments made under this Agreement do not amount to an estimate of or cap on the loss or damage which the Company or any Group Company would suffer were you to breach any of the obligations set out in this Clause.

11. Statutory settlement

This Agreement is made on the First Signing Date and the Second Signing Date in compliance with the Acts which have been satisfied both generally and in the following particulars:

(a) you confirm that you have received independent legal advice on the terms and effect of this Agreement, and in particular its effect on your ability to pursue your rights before an Employment Tribunal or court;

(b) the said legal advice has been given to you by Rebecca Berry of Stevens and Bolton LLP whose address is Wey House, Farnham Road, Guildford, Surrey, GU1 4YD; and

(c) the solicitor has confirmed to you that they are a qualified solicitor holding a current practising certificate and in respect of whom there is in force a policy of professional indemnity insurance covering the risk of a claim against them and the said firm in respect of loss arising in consequence of the said advice and by signing the Certificate attached to this Agreement also confirms that they comply with the Acts.

12. EMPLOYMENT CONTRACT

You confirm that all clauses in your Employment Contract that are described as applying after the termination of your employment will continue to apply to you after the Separation Date.

13. further assistance

For a period of 12 months from the Separation Date, you agree to be available to, and to cooperate with, the Company, any Group Company or its or their advisers in any internal investigation or administrative, regulatory, judicial, quasi-judicial or intellectual property proceedings or applications.  You acknowledge that this could involve, but is not limited to, responding to or defending any regulatory, intellectual property or legal process, providing information in relation to any such process, preparing witness statements and giving evidence

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in person on behalf of the Company or any Group Company. The Company shall reimburse you for such reasonable expenses incurred by you in giving such assistance including (for the avoidance of doubt) in respect of loss of earnings.

14. counterparts

This Agreement may be executed in any number of counterparts, including facsimiles, each of which is an original and all of which together evidence the same agreement.

15. Governing Law and Jurisdiction

15.1 This Agreement is governed and to be construed in accordance with English law and any dispute is subject to the exclusive jurisdiction of the English courts.

16. Third PartY RIGHTS

16.1 Section 1 of the Contracts (Rights of Third Parties) Act 1999 ("TPRA") shall apply to this Agreement but only to the extent that any Group Company and/or any current or former directors, officers, shareholders, workers or employees of the Company or any Group Company (together the "Third Parties") shall be entitled to enforce in their own right the terms of any clauses purporting to confer a benefit on them.

16.2 In accordance with section 2(3)(a) of TPRA, the whole or any part of this Agreement may be rescinded or varied by agreement between you and the Company without the consent of any of the Third Parties or of any other person who is not named as a party to this Agreement.

17. BENEFIT

The Company shall receive the benefit of all provisions of this Agreement on its own behalf and as trustee on behalf of all other relevant Group Companies.

The “without prejudice” and “subject to contract” nature of this document shall cease to apply once executed by the parties.

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Schedule 1 - CERTIFICATE OF INDEPENDENT LEGAL ADVISER

I Rebecca Berry of Stevens and Bolton LLP whose address is Wey House, Farnham Road, Guildford, Surrey, GU1 4YD confirm that I gave independent legal advice to Alistair Macdonald as to the terms and effect of the Agreement to which this certificate is attached (including the effect of Clauses 7, 8 and 9) and in particular its effect on his ability to pursue his rights before a Court or Employment Tribunal.

I confirm that I am a solicitor of the Senior Courts holding a current practising certificate and that the statutory requirements relating to settlement agreements and compromise agreements set out in the Acts (as defined in the Agreement) have been met.  Further, that there was in force at the time I gave the advice referred to above a policy of insurance covering the risk of a claim by Alistair Macdonald in respect of any loss arising in consequence of that advice.

Signed: /s/ Rebecca Berry

Dated: 29 April 2022

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IN WITNESS of which this Agreement has been executed as a deed on the First Signing Date being the first date written above.

Executed and delivered as a deed by SYNEOS HEALTH UK LIMITED
acting by General Counsel, JONATHAN OLEFSON
/s/ Jonathan Olefson
in the presence of
Signature of witness	/s/ Melissa Julian
Name:  Melissa Julian
Address:  [redacted]
Occupation:  Executive Assistant
Executed and delivered as a deed  by ALISTAIR MACDONALD
/s/ Alistair Macdonald
in the presence of
Signature of witness	/s/ Melissa Julian
Name:  Melissa Julian
Address:  [redacted]
Occupation:  Executive Assistant

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IN WITNESS of which this Agreement has been executed as a deed on the Second Signing Date being the second date written above.

Executed and delivered as a deed by SYNEOS HEALTH UK LIMITED

acting by General Counsel, JONATHAN OLEFSON

in the presence of

Signature of witness

Name:  

Address:  

Occupation:  

Executed and delivered as a deed  by ALISTAIR MACDONALD

in the presence of

Signature of witness

Name:  

Address:  

Occupation:  

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EX-10.4

Exhibit 10.4

THIS AGREEMENT is made on April 29, 2022

BETWEEN

(1) SYNEOS HEALTH, INC., a Delaware company (the “Company”); and

(2) ALISTAIR MACDONALD, residing at Wilton House, 13 Sunning Avenue, Sunningdale, Berkshire, SL5 9PN (the “Consultant”).

BACKGROUND

The Company wishes to benefit from the skills and abilities of the Consultant and the Consultant is an independent contractor who has agreed to provide his services to the Company, as his client upon the terms and subject to the conditions set out in this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

“Agreement”	means this contract and the Schedules.
“Appointment”	means the engagement of the Consultant as a consultant under this Agreement, or, as the context requires, the duration of that engagement.
“Board”	means the board of directors of the Company from time to time or any duly authorised committee thereof.
“Commencement Date”	means June 30, 2022.
“Determination Date”	means the Service Vesting Date in respect of the Syneos Health, Inc. Global Performance Restricted Stock Unit awards granted on 15 January 2020 are determined (as defined therein).
“Fees”	mean the fees payable by the Company to the Consultant for the Services, as described in Clause 4.
“Forfeited PRSU Awards”	means the Syneos Health, Inc. Global Performance Restricted Stock Unit awards (or portions thereof) granted to the Consultant pursuant to the Syneos Equity Plan: (i)on January 15, 2021 in respect of 23,574 Performance Restricted Stock Units; and (ii)on January 18, 2022 in respect of 15,249 Performance Restricted Stock Units.
“Group”	means the Company, any presently existing holding company or undertaking of the Company and subsidiaries and subsidiary undertakings of the Company or such holding company or undertaking.
“Group Company”	means any company within the Group.

1

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“Retained Awards”	means the Syneos Health, Inc. Global Performance Restricted Stock Unit awards and Syneos Health, Inc. Global Restricted Stock Unit awards granted to the Consultant under the Syneos Equity Plan on 15 January 2020, 15 January 2021 and 18 January 2022, excluding the Forfeited PRSU Awards.
“Schedule”	means a Schedule annexed to this Agreement.
“Services”	means the services, work and other tasks to be provided by the Consultant from time to time under this Agreement as more particularly set out in Clause 3 and Schedule 1.
“Syneos Equity Plan”	means the Syneos Health, Inc. 2018 Equity Incentive Plan adopted by the Board of directors of Syneos Health, Inc. on 15 March 2018 and approved by the shareholders of Syneos Health, Inc. on 24 May 2018.
“Termination Date”	means the date of termination of the Appointment.

1.2 Interpretation and construction

Save to the extent that the context or the express provisions of this Agreement require otherwise, in this Agreement:

(a) words importing the singular shall include the plural and vice versa;

(b) words importing any gender shall include all other genders;

(c) any reference to a Clause, Schedule or Part of Schedule is to the relevant Clause, Schedule or part of Schedule of or to this Agreement unless otherwise specified;

(d) references to this Agreement or to any other document shall be construed as references to this Agreement or to that other document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time;

(e) references to any statute or statutory provision (including any subordinate legislation) includes any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision;

(f) references to a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality) or two or more of the foregoing;

(g) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and “including”, “include” and “in particular” shall be construed without limitation; and

(h) the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible.

1.3 Headings

The table of contents and the headings in this Agreement are included for convenience only and shall be ignored in construing this Agreement.

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2. TERM

2.1 Duration

The Appointment shall commence on the Commencement Date and shall continue for a fixed period until the later of March 31, 2023 and the date which is seven days after the Determination Date, unless otherwise terminated in accordance with Clause 8.1.

3. SERVICES  

3.1 Provision of Services

(a) With effect from the Commencement Date, the Company hereby engages the Consultant and the Consultant agrees to perform the Services for the benefit of the Company and any Group Company.  The specific terms of the Services to be provided are set out in Part 1 of Schedule 1.

(b) The Consultant will perform the Services in compliance with all applicable laws, rules and regulations and, in addition, the Consultant will comply with all internal policies and regulations of the Group as are identified to the Consultant from time to time in writing.

3.2 Hours and location of work

The Services shall be provided for those hours and at those places necessary in the Consultant’s reasonable opinion for the proper performance of the Services.

3.3 Syneos Equity Plan

The Parties agree that, throughout the term of this Agreement the Consultant continues in Service (as Service is defined in the Syneos Equity Plan) as a consultant to the Company for the purposes of the Syneos Equity Plan and therefore that the Retained Awards will remain outstanding and will be eligible to vest during the Appointment in accordance with their terms.

4. FEES

4.1 Fee rate

The Company shall pay the Consultant a fixed fee of £150 per hour (exclusive of any applicable VAT) in consideration of the provision of the Services. The Consultant shall provide the Company with an invoice for the Services rendered after the end of each month in which Services are performed. The Company shall pay to the Consultant such Fees within 15 working days of receipt of the Consultant’s invoice.

4.2 Expenses

The Company shall reimburse to the Consultant (against receipts or other appropriate evidence as the Board may require) the amount of all out-of-pocket expenses reasonably and properly incurred by him in the proper discharge of the Services.

4.3 Obligation to pay tax

During the Appointment, the Consultant shall at all times pay any income tax, National Insurance contributions and other contributions required by law to be paid by or in respect of him in relation to the provision of the Services (including any interest or penalties imposed in respect of such payments). The Consultant shall indemnify and keep indemnified the Company for all time on demand from and against any and all costs, claims, penalties, liabilities and

EU-DOCS\38099412.4

expenses incurred (save for any such costs, claims penalties, liabilities and expenses incurred as a result of the default and/or delay of the Company) in respect of income tax, National Insurance, or other contributions due by the Consultant in relation to the provision of the Services (the “Employment Taxes”).  Without prejudice to the indemnity above, if for any reason, the Company shall become liable to pay, or shall pay, any Employment Taxes, the Company shall be entitled to deduct from any amounts payable to the Consultant all amounts so paid or required to be paid by or in respect of any Employment Taxes.

5. NO EMPLOYMENT OR AGENCY

The Consultant acknowledges that he is an independent contractor and that nothing contained in this Agreement shall be construed or have effect as constituting any relationship of employer and employee, employer and worker, partnership or joint venture between the Company or any Group Company and the Consultant, nor shall it constitute the Consultant acting as an agent or a worker of the Company or any Group Company.  The Consultant shall not have any right or power whatsoever to contract on behalf of any Group Company or bind any Group Company in any way in relation to third parties and will not hold himself out as having such authority unless specifically authorised to do so.  The Consultant is supplying the Services to the Company and any Group Company as part of the Consultant’s business undertaking.  The Company and any Group Company receiving the Services is/are the Consultant’s clients for these purposes.

6. indemnity

6.1 Consultant’s undertaking

The Consultant acknowledges that the Company will rely upon his skills and judgement in relation to the Services and undertakes that in providing the Services he will exercise all reasonable skill, care and attention in all matters.

6.2 Indemnification of the Company

The Consultant acknowledges that the Company and the Group will be relying upon the Consultant’s skill and expertise in the performance of the Services. The Consultant hereby agrees to indemnify the Company against all loss, damages and expenses of any nature whatsoever incurred or suffered by the Company and/or each Group Company (including any economic loss) as a result of such reliance.

7. OBLIGATIONS OF THE COMPANY

During the Appointment, the Company shall provide the Consultant with access to its offices and the Company’s information, records and other relevant material reasonably required by the Consultant in order to provide the Services.  Further, the Company shall:

(a) make available reasonable working space and facilities at offices to enable the Consultant to provide the Services; and

(b) make available appropriate secretarial personnel to enable the Consultant to provide the Services.

8. TERMINATION

8.1 Termination events

Notwithstanding the provisions of Clause 2.1, the Company shall be entitled, but not bound, to terminate the Appointment with immediate effect (and without giving any period of notice or

EU-DOCS\38099412.4

pay in lieu of notice) by giving to the Consultant notice in writing at any time after the occurrence of any one or more of the following events.

The Consultant:

(a) commits any serious breach of his obligations under this Agreement;

(b) is convicted of an offence under any statutory enactment or regulation (other than a motoring offence for which no custodial sentence can be imposed); and

(c) during the Appointment, commits any material breach of the provisions in Schedule 2.

8.2 Retained Awards at the Termination Date

8.3 If the Consultant terminates the Appointment early or if the Company terminates the Appointment early under Clause 8.1, then the Retained Awards that remains outstanding and unvested as of the Termination Date shall be dealt with in accordance with their terms.

9. DATA PROTECTION

The Company will hold, collect and otherwise process certain personal data as set out in the Company’s privacy notice, which is available to you. All personal data will be treated in accordance with applicable data protection laws and regulations.

10. AMENDMENTS, WAIVERS AND REMEDIES                                                                                                                                      

10.1 Amendments

No amendment or variation of this Agreement or any of the documents referred to in it shall be effective unless it is in writing and signed by or on behalf of each of the parties.

10.2 Waivers and remedies cumulative

(a) The rights of each party under this Agreement:

(i) may be exercised as often as necessary;

(ii) are cumulative and not exclusive of its rights under the general law; and

(iii) may be waived only in writing and specifically.

(b) Delay in exercising or non-exercise of any right is not a waiver of that right.

(c) Any right of rescission conferred upon the Company by this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it.

11. ENTIRE AGREEMENT

(a) This Agreement and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the subject matter of this Agreement.

(b) Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

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(c) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

(d) Nothing in this Clause shall limit or exclude any liability for fraud.

12. SEVERANCE

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other provisions of this Agreement; or

(b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

13. NOTICE

13.1 Notices and deemed receipt

Any notice hereunder shall be given by either party to the other either personally to the Consultant, or in the case of the Company its Company Secretary or sent to its registered office for the time being and, in the case of the Consultant, to his address last known to the Company.  Any such notice shall be in writing and shall be given by letter delivered by hand or sent by first class prepaid recorded delivery or registered post or by facsimile transmission.  Any such notice shall be deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and

(c) in the case of email, at the time of transmission;

provided that if deemed receipt occurs before 9am on a business day the notice shall be deemed to have been received at 9am on that day and if deemed receipt occurs after 5pm on a business day, or on a day which is not a business day, the notice shall be deemed to have been received at 9am on the next business day.  For the purpose of this Clause, “business day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.

14. Third party rights

Nothingin this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999. No right of any Party to agree any amendment, variation, waiver or settlement under or arising from or in respect of this Agreement, or to terminate this Agreement, shall be subject to the consent of any person who has rights under this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.

15. Assignment

No Party may assign the benefit of its rights under this Agreement, whether absolutely or by way of security, or deal in any way with any interest it has under this Agreement.

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16. GOVERNING LAW AND JURISDICTION

16.1 Governing law

This Agreement shall is governed by and to be construed in accordance with English law.

16.2 Disputed fees

16.3 If there is any dispute in the calculation of the Fees due to the Consultant, either party may refer the matter to an independent Chartered Accountant (“Expert”) agreed upon by the parties or in default of agreement within 21 days of the dispute arising appointed by the President of the Institute of Chartered Accountants in England and Wales upon the application of either party.  The Consultant and the Company shall provide all such documents, materials and information as the Expert may request. The Expert shall act as an expert and not as an arbitrator and their decision shall be final and binding in the absence of manifest error.  Any fees and expenses of the Expert in connection with their appointment shall be borne as the Expert shall determine.

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Part 1 ‒ Services

The following shall constitute the “Services”:

1. consultation about and participation with Company matters as agreed between the Company and the Consultant;

2. consultation about and assistance with such matters as agreed between the Consultant and the Company regarding the Consultant’s previous employment with the Company; and

3. reasonable cooperation as agreed between the Consultant and the Company in relation to accomplishing a smooth and orderly transition of the Consultant’s prior employment responsibilities to other employees of the Company, limited to pending matters of which the Consultant has the principal knowledge and background information.  

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Schedule 2 – Restrictions

1. Restrictions on Other Activities by the Consultant

1.1 During the Appointment, the Consultant may accept and perform engagements from or be employed by other persons but only insofar as such engagements or employment does not (in the reasonable opinion of the Company) impinge upon his ability to provide the Services and provided that the Consultant shall not accept any employment or engagement which is in any way competitive with any of the businesses of the Company without the prior written consent of the Company.

1.2 The Consultant shall immediately disclose to the Company any conflict of interest that arises in relation to the provision of the Services as a result of any present or future appointment, employment or other interest of the Consultant.

1.3 All notes, records, lists of customers, suppliers and employees, correspondence, computer and other discs or tapes, data listings, codes, keys and passwords, designs, drawings and other documents or material whatsoever (whether made or created by the Consultant or otherwise and in whatever medium or format) relating to the business of the Company or any Group Company or any of its or their clients (and any copies of the same):

(a) shall be and remain the property of the Company or the relevant Group Company or client; and

(b) shall be handed over by the Consultant to the Company or relevant Group Company or client on demand and in any event on the termination of the Appointment.

2. Confidentiality

2.1 The Consultant agrees that he shall not at any time during the Appointment or at any time after the Termination Date, without the prior written consent of the Company, disclose or use (except in the course of his service with the Company and solely in furtherance of the interests of the Group and/or its affiliates) any confidential or proprietary information (collectively referred to as “Confidential Information”) belonging to the Group.

2.2 Confidential Information shall include, but not be limited to, all trade secrets, patent applications, scientific data, formulation information, inventions, processes, formulas, systems, computer programs, plans, programs, studies, techniques, critical business information such as drug products in development, business strategies and models, product launch plans, CRO relationships, regulatory submissions, technology used by or the therapeutic focus of the Company, or any Group Company, clinical information, methodologies, standard operating procedures, operational documents (such as batch records), technology used by the Company, or any Group Company, marketing and certain financial information calculations, budgets, bids, internal policies and procedures, organization, business plans, analysis, forecasts, billing practices, pricing information and strategies, promotional material, service offering strategies, marketing plans and ideas, the identities or other information about customers, sponsor, customer or client lists, suppliers and business partners (current and prospective), the terms of current and pending deals, sales data, and sales projections, research, research proposals, study protocols, coding devices, unpublished results and reports, meeting minutes and notes, monthly and other periodic reports, contact and other information regarding suppliers, vendors and consultants, and regulatory and legal correspondence, whether or not patentable or copyrightable and whether in tangible or other form, including all documents and records, whether printed, typed, handwritten, videotaped, transmitted or transcribed on data files or on any other type of media, whether or not labelled or identified as confidential and proprietary.

3. Confidential Information shall not include information which:

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(a) is already known to the Consultant prior to its disclosure to the Consultant by the Group;

(b) is or becomes generally available to the public through no wrongful act of any person;

(c) is at the time of disclosure part of the public knowledge or literature through no wrongful action by the Consultant; or

(d) is received by the Consultant from a third party without restriction and without any wrongful conduct on the part of such third party relating to such disclosure.

3.2 The Consultant acknowledges and agrees that the Confidential Information he obtains or becomes aware of as a result of his service with the Company 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 Consultant is required to protect and not to disclose such information.

3.3 The Consultant agrees that he shall not disclose any information belonging to third parties, including, without limitation, current, former and/or prospective customers and vendors of the Company that is disclosed to the Consultant as a representative of the Company under an obligation of confidentiality.

3.4 The restrictions contained in this Schedule will not apply to any information that the Consultant is required to disclose by law or as requested by a governmental or administrative agency, provided that the Consultant:

(a) notifies the Board of the existence and terms of such obligation;

(b) gives the Company a reasonable opportunity to seek a protective order or other legal process to prevent or limit such disclosure; and

(c) only discloses that information actually required to be disclosed.

3.5 The Consultant agrees that, upon the Termination Date and immediately upon request of the Company at any time, he will promptly return (and shall not delete, destroy or modify) all property, including any originals and all copies of any documents, whether stored on computers or in hard copy, obtained from the Group, or any of its current, former or prospective customers or vendors, whether or not the Consultant believes it qualifies as Confidential Information.

3.6 Such property shall include everything obtained during and as a result of the Consultant’s service with the Company, other than documents related to the Consultant’s compensation.

3.7 The Consultant shall also return any phone, facsimile, printer, computer, or other items or equipment provided by the Company to the Consultant to perform the Services.

3.8 The Consultant agrees that he shall not access or attempt to access the Company’s computer systems after the termination of the Consultant’s service with the Company. The Consultant further agrees that he does not have a right of privacy to any communications sent through the Company’s electronic communications systems (including, without limitation, emails, phone calls and voicemail) and that the Company may monitor, retain, and review all such communications in accordance with applicable law.

3.9 For the avoidance of doubt, social media accounts, any on-line content operated or created by the Consultant during the Appointment for work related purposes on behalf of the Company shall be regarded as the property of the Company and the Consultant agrees not to use such

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social media after the termination of the Appointment. For clarification purposes, the Consultant’s Linked-In account is not the property of the Company.

3.10 This section shall only bind the Consultant to the extent allowed by law.

4. Inventions and Intellectual Property Rights

4.1 The Consultant acknowledges that all Service IPRs, Service Inventions and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law. To the extent that they do not vest in the Company automatically, the Consultant holds them on trust for the Company.

4.2 The Consultant acknowledges that, because of the nature of his duties, which includes research and development, including creating and developing Service Inventions and Service IPRs, and the particular responsibilities arising from the nature of his duties, he has, and shall have at all times during the Appointment, a special obligation to further the interests of the Company and any Group Company.

4.3 To the extent that legal title in any Service IPRs or Service Inventions does not vest in the Company by virtue of Clause 4.1, the Consultant agrees, immediately upon creation of such rights and inventions, to offer to the Company in writing a right of first refusal to acquire them on arm’s length terms to be agreed between the parties. If the parties cannot agree on such terms within 30 days of the Company receiving the offer, the Company shall refer the dispute to an arbitrator who shall be nominated by CEDR. The arbitrator’s decisions shall be final and binding on the parties, and the costs of arbitration shall be borne equally by the parties. The Consultant agrees that the provisions of this Clause 4.3 shall apply to all Service IPRs and Service Inventions offered to the Company under this Clause 4.3 until such time as the Company has agreed in writing that the Consultant may offer them for sale to a third party.

4.4 The Consultant agrees:

(a) to give the Company full written details of all Inventions which relate to or are capable of being used in the business of the Company or any Group Company promptly on their creation;

(b) at the Company’s request and in any event on the Termination Date to give to the Company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Service IPRs;

(c) not to attempt to register any Service IPR nor patent any Service Invention unless requested to do so by the Company; and

(d) to keep confidential each Service Invention unless the Company has consented in writing to its disclosure by the Consultant.

4.5 The Consultant waives all his present and future moral rights which arise under the Copyright Designs and Patents Act 1988, and all similar rights in other jurisdictions relating to any copyright which forms part of the Service IPRs, and agrees not to support, maintain nor permit any claim for infringement of moral rights in such copyright works.

4.6 The Consultant acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this Agreement is or may become due to the Consultant in respect of his compliance with this Clause 4.6. This is without prejudice to the Consultant’s rights under the Patents Act 1977.

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4.7 The Consultant undertakes to use his best endeavours to execute all documents and do all acts both during and after his service with the Company as may, in the opinion of the Company, be necessary or desirable to vest the Service IPRs in the Company, to register them in the name of the Company and to protect and maintain the Service IPRs and the Service Inventions. Such documents may, at the Company’s request, include waivers of all and any statutory moral rights relating to any copyright works which form part of the Service IPRs. The Company agrees to reimburse the Consultant’s reasonable expenses of complying with this Clause 4.7.

4.8 The Consultant agrees to give all necessary assistance to the Company to enable it to enforce its Intellectual Property Rights against third parties, to defend claims for infringement of third party Intellectual Property Rights and to apply for registration of Intellectual Property Rights, where appropriate throughout the world, and for the full term of those rights.

4.9 The Consultant hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the benefit of this section. The Consultant acknowledges in favour of a third party that a certificate in writing signed by any Director or the Secretary of the Company that any instrument or act falls within the authority conferred by this Clause 4.9 shall be conclusive evidence that such is the case.

5. Non-Competition / Non-Solicitation

5.1 The Consultant shall not without the prior written consent of the Board directly or indirectly at any time during the Restricted Period:

(a) solicit away from any Group Company;

(b) endeavour to solicit away from any Group Company;

(c) employ or engage; or

(d) endeavour to employ or engage;

any Key Personnel.

5.2 The Consultant shall not without the prior written consent of the Board directly or indirectly at any time during the Restricted Period:

(a) solicit the custom of; or

(b) deal with,

any Relevant Customer or Prospective Customer in respect of any Relevant Goods or Services; or

(c) interfere; or

(d) endeavour to interfere,

with the continuance of supplies to any Group Company (or the terms relating to those supplies) by any Relevant Supplier.

5.3 The Consultant shall not without the prior written consent of the Board directly or indirectly at any time during the Restricted Period engage or be concerned or interested in any business within the Relevant Area which:

(a) competes; or

(b) will at any time during the Restricted Period compete

with the Business provided that the Consultant may hold (directly or through nominees) by way of bona fide personal investment any units of any authorised unit trust of not more than one per

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cent. of the issued shares, debentures or securities of any class of any company whose shares are listed on a recognised investment exchange or a designated investment exchange within the meaning of the Financial Services and Markets Act 2000 or dealt in the Alternative Investment Market.

5.4 The Consultant acknowledges that the provisions in this Schedule 2 are fair, reasonable and necessary to protect the goodwill and interests of any Group Company and shall constitute separate and severable undertakings given for the benefit of each Group Company and may be enforced by the Company on behalf of any of them.

5.5 Each of the restrictions and obligations in this Schedule 2 are intended to be separate and severable. If any restriction or obligation contained in this Schedule 2 is held not to be valid or enforceable for any reason (including on the basis that it exceeds what is reasonable for the protection of the confidential information and/or other interests of the Company or any other Group Company) but would be valid and enforceable if part or parts of the wording were deleted then such restriction or obligation shall apply with such deletions as may be necessary to make it valid and enforceable.

5.6 The Consultant agrees that if he has material business dealings in other foreign jurisdictions on behalf of any Group Company, he will enter into undertakings providing the same level of protection for each such Group Company with such modifications (if any) as are necessary to render such undertakings enforceable in those jurisdictions.

5.7 The Consultant acknowledges and agrees that he shall be obliged to draw the provisions of this Schedule 2 to the attention of any third party who may at any time before or after the termination of Consultant’s services hereunder offer to engage or employ the Consultant in any capacity whether directly or indirectly, and for whom or with whom Consultant intends to work.

6. Derogatory Statements

6.1 The Consultant agrees that, upon and following the Termination Date:

(a) the Consultant shall not make to any third party, publicly or privately, verbally or in writing, any false, disparaging, derogatory or otherwise inflammatory remarks about the Group and other related and affiliated companies, its or their employees, managers, directors, officers, administrators, shareholders, members, agents, attorneys, insurers and contractors acting in any capacity whatsoever, including their respective predecessors, successors and assigns (collectively, the “Company Parties”)and/or about the conduct, operations or financial condition or business practices, policies or procedures of the Company Parties; and

(b) the Consultant will not make or solicit any false or misleading comments, statements or the like to the media or to others that may be considered derogatory or detrimental to the good name and business reputation of any of the Company Parties.

6.2 Nothing in this section is intended to prohibit or restrict in any way the Consultant from providing truthful information to any government agency or entity, or any arbitrator or court officer, or to otherwise testify truthfully under oath, as required by law.

6.3 The Company agrees that, upon and following the Termination Date, its executive officers will not make, publicly or privately, verbally or in writing, any false, disparaging, derogatory or otherwise inflammatory remarks about the Consultant and/or the conduct, operations or financial condition or business practices, of the Consultant to any third party, and the Company’s executive officers will not make or solicit any comments, statements or the like to the media or to others that may be considered derogatory or detrimental to the good name and business reputation of the Consultant; provided, however, that nothing in this paragraph is intended to prohibit the Company’s executive officers from providing truthful information to

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any government entity, arbitrator, or court, or to otherwise testify truthfully under oath, as required by law.

6.4 In addition, nothing in this section shall be construed or interpreted to restrict or impede the Consultant or the Company from participating or cooperating in an investigative proceeding of any federal, state or local government agency.

7. Certain Definitions

For the purposes of this Schedule 2, the following definitions apply:

“Business”means the business or businesses of any Group Company in or with which the Consultant has been involved or concerned at any time during the Relevant Period.

“directly or indirectly”means the Consultant acting either alone or jointly with or on behalf of any other person, firm or company, whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise.

“Group Company” means the Company and any company which from time to time is:

(a)    a Subsidiary of the Company;

(b)    a Holding Company of the Company;

(c)    a Subsidiary of any such Holding Company; or

(d)    an associated company being any company in which the Company or any of the group companies falling within (a) to (c) above has a shareholding of 50% or more or any company which has a shareholding of 50% or more in the Company or any of the group companies falling within (a) to (c) above.

and “Group” shall mean all such Group Companies at such time.

“Key Personnel”means any person who is at the Termination Date or was at any time during the Relevant Period employed (or engaged as a consultant or contractor) by any member of the Group (i) in an executive, technical or senior managerial capacity or (ii) any other employee, officer, consultant or contractor of any member of the Group who has significant knowledge of, regular contact with, or influence over customers or clients of or suppliers to the Group, and in each case with whom the Consultant has had dealings other than in an immaterial way at any time during the Relevant Period.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Invention” means any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.

“Prospective Customer”means any person firm or company who has been engaged in negotiations or pitch or lender or presentation, with which the Consultant has been personally involved, with any Group Company with a view to purchasing goods and/or services from any Group Company during the Relevant Period.

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“Relevant Area”means any country in which the Consultant has been involved or concerned with or had responsibility for in respect of the Business other than in an immaterial way at any time during the Relevant Period.

“Relevant Customer”means any person firm or company who at any time during the Relevant Period was a customer of any Group Company, with whom or which the Consultant directly dealt or for whom or which the Consultant was responsible on behalf of any Group Company at any time during the Relevant Period.

“Relevant Goods and Services”means any goods and services competitive with those supplied by any Group Company at any time during the Relevant Period in the supply of which the Consultant was directly involved or concerned in a material way at any time during the Relevant Period.

“Relevant Period”means: (i) the Appointment; or (ii) the 12 months prior to the Commencement Date.

“Restricted Period”means the Appointment and the period of 12 months from the Termination Date.

“Relevant Supplier”means any person firm or company who at any time during the Relevant Period was a supplier of any goods or services (other than utilities and goods or services supplied for administrative purposes) to any Group Company and with whom or which the Consultant had personal dealings during the Relevant Period other than in an immaterial way.

“Service IPRs” means Intellectual Property Rights created by the Consultant in the course of his Services with the Company (whether or not during working hours or using Company premises or resources).

“Service Inventions” means any Invention which is made wholly or partially by the Consultant at any time during the course of his Services with the Company (whether or not during working hours or using Company premises or resources and whether or not recorded in material form).

“Subsidiary” and “Holding Company” means a “subsidiary” and “holding company” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee.

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IN WITNESS of which this Agreement has been executed as a deed on the first date written above.

EXECUTED as a Deed	/s/ Jonathan Olefson
by SYNEOS HEALTH, INC.
acting by JONATHAN OLEFSON

In the presence of:

Witness Signature	/s/ Melissa Julian
Full Name	Melissa Julian
Address:	[redacted]

EXECUTED as a Deed

by ALISTAIR MACDONALD /s/ Alistair Macdonald

In the presence of:

Witness Signature	/s/ Melissa Julian
Full Name	Melissa Julian
Address:	[redacted]

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XML

Document and Entity Information	Apr. 28, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 28, 2022
Entity Registrant Name	SYNEOS HEALTH, INC.
Entity Central Index Key	0001610950
Entity Emerging Growth Company	false
Entity File Number	001-36730
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	27-3403111
Entity Address, Address Line One	1030 Sync Street
Entity Address, City or Town	Morrisville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27560-5468
City Area Code	(919)
Local Phone Number	876-9300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock,$0.01 par value per share
Trading Symbol	SYNH
Security Exchange Name	NASDAQ