These excerpts taken from the ENCO 8-K filed Nov 6, 2006.
EXECUTIVE SEVERANCE AGREEMENT
THIS AGREEMENT (the Agreement), made as of the 1st day of November, 2006 (the Effective Date), by and between Encorium Group, Inc. (formerly Covalent Group, Inc.), a Delaware corporation (the Company), and Kai Lindevall (Executive).
WHEREAS, the Board of Directors (the Board) of the Company has approved the Company entering into severance agreements with certain key executives of the Company; and
WHEREAS, Executive is a key executive of the Company; and
WHEREAS, should the possibility of a Change in Control (as hereinafter defined) of the Company arise, the Board believes it imperative that the Company and the Board should be able to rely upon the Executive to continue in his position, and that the Company should be able to receive and rely upon the Executives advice, if requested, as to the best interests of the Company and its shareholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change in Control.
NOW, THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat, or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree as follows:
Executive Severance Agreement
On November 1, 2006, in connection with the Employment Agreement, Dr. Lindenvall entered into an executive severance agreement with the Company (the Severance Agreement) that will be applicable in the event his employment with Encorium is terminated in connection with a change of control as set forth in the Severance Agreement. The Severance Agreement provides, generally, that in the event Dr. Lindevalls employment with Encorium is terminated in connection with a change of control (as defined in the Severance Agreement), Dr. Lindevall shall be entitled to (i) an amount equal to three times his annual base salary; (ii) the continuation of all benefits pursuant to any and all welfare plans under which he or his family is eligible to receive benefits or coverage for a period of three years; (iii) reasonable Encorium paid outplacement assistance for a period of up to twelve months or for a longer period as Encorium may agree; and (iv) the immediate vesting and exercisability of all stock options or other equity incentives grated to Dr. Lindevall that are not otherwise vested or exercisable.
The foregoing description is qualified in its entirety by reference to the Severance Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.