Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain


          Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2021, PRA Health Sciences, Inc., a Delaware corporation ("PRA") amended the employment agreements of Colin Shannon (President, Chief Executive Officer and Chairman of the Board of Directors), Michael J. Bonello (Executive Vice President and Chief Financial Officer), and Christopher L. Gaenzle (Chief Administrative Officer and General Counsel) (collectively the "Named Executive Officers") in connection with the Agreement and Plan of Merger, by and among PRA, ICON public limited company ("ICON"), ICON US Holdings Inc., and Indigo Merger Sub, Inc., dated as of February 24, 2021 (the "Merger Agreement" and the closing date of the transactions contemplated by the Merger Agreement, the "Closing").

The employment agreements were amended to provide that: (i) the Closing constitutes a "change in control" for purposes of the Named Executive Officers' employment agreements with PRA and any PRA equity compensation awards held by the Named Executive Officer at the time of Closing, (ii) if ICON does not make an offer of continuing employment to the Named Executive Officers on or prior to the earlier of July 1, 2021 and the day that is ten (10) days prior to the Closing on the same terms and conditions as such Name Executive Officer's employment with PRA (including but not limited to annual salary, cash bonus opportunities, long-term incentive opportunities, role/title at ICON and work location), then the Name Executive Officer shall have grounds to terminate his employment with PRA for "good reason" under his employment agreement and experience a "qualifying termination" for purposes of his outstanding PRA equity awards at Closing, and (iii) the "bonus" component of any cash severance payable to the Named Executive Officer pursuant to his employment agreement in respect of a termination of employment during the one-year period following the Closing shall be based on such Named Executive Officer's 2021 target bonus. If the Closing does not occur for any reason or the Merger Agreement is terminated by its terms, then the amendments are terminated, and null and void. These amendments are permitted by the terms of the Merger Agreement and are described on pages 167-168 "Interests of PRA's Directors and Executive Officers in the Merger-PRA Executive Employment Agreements" of the PRA/ICON F-4 filed on April 27, 2021.

The foregoing summary of the employment agreement amendments does not purport to be complete and is qualified in its entirety by reference to the Form of Employment Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




Exhibit No. Description

10.1 Form of Employment Agreement Amendment. 104 The cover page of this Current Report on Form 8-K formatted as Inline XBRL.

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