DC5763.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing








	
DAVID GINSBERG

EMPLOYMENT AGREEMENT







     THIS EMPLOYMENT AGREEMENT (the “Agreement”) made as of the 3rd day of December, 2008 (the “Effective Date”), by and between Encorium Group, Inc., a Delaware corporation (the “Company”), and David Ginsberg
(“Executive”).


     WHEREAS, the Company desires to continue to employ Executive and Executive desires to continue employment with the Company on the terms and conditions of this Agreement.


     NOW THEREFORE, in consideration of these premises and the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows: 


SECTION 1. Definitions. Capitalized terms used herein will have the meanings set forth in the preamble of this Agreement, or as set forth below: 


     1.1. “Base Salary” means the annual salary to be paid to Executive in a given year. 

	
1.2.      		
“Benefits” means the employee benefits described in Section 4.2.	
	 
	
1.3.      		
“Board” means the Board of Directors of the Company.	
	 
	
1.4.      		
“Cause” exists when the the Executive has: (a) been convicted of a	
	 



criminal offense punishable by at least one year’s imprisonment with respect to which the period of appeal has expired; (b) committed an act of fraud or embezzlement against the Company; or (c) engaged in alcohol abuse or use
of controlled drugs (other than in accordance with a physician’s prescription). 


     1.5. “Competing Business” means the business of providing, on a contract basis, pharmaceutical research development and research
management, the design and management of clinical trials for pharmaceutical, biotechnology and medical device businesses, the design and writing of clinical development reports and programs and/or the management of the global regulatory submission
process for pharmaceutical, biotechnology and medical device products. A pharmaceutical, biotechnology or medical device company is not a Competing Business for purposes of this Agreement, provided that it does not engage in the above-described
activities on a contract basis for others. 


     1.6. “CPI” means the Consumer Price Index for All Urban Consumers (CPI-U) for the Philadelphia-Wilmington-Atlantic City area, as
published by the U.S. Department of Labor, Bureau of Labor Statistics. 


     1.7. “Disability” means the Executive’s inability with or without reasonable accommodation (as determined by a licensed
physician) to satisfactorily perform his 


PHL:5460849.1











duties by reason of physical or mental illness or incapacity for a period of at least 120 days during any 12 month period (whether or not consecutive). 


     1.8. “Good Reason” means any of the following, unless made with the prior written consent of Executive: (a) a material change in
Executive’s title, authority or duties, (b) any decrease in Executive’s Base Salary,(b) the Executive’s bonus opportunity is reduced or targets are changed in a manner that negatively affects bonus opportunity; (c) a failure by the
Company or its successor to pay to Executive any amount due to him under this Agreement for more than 10 days after written notice of such non-payment has been delivered to the Company; (d) any other material breach by the Company or its successors
of this Agreement or any other agreement between Executive and the Company or it successors, which breach has not been cured within 10 days following the delivery of written notice thereof to the Company, or (e) requiring Executive to perform his
duties from a location other than the Company’s principal administrative offices in Wayne, Pennsylvania for more than an aggregate of thirty (30) days in any 12-month period. 


     1.9. “Intellectual Property” means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice),
all improvements thereto, and all patents, (b) all trademarks, service marks, trade dress, logos, trade names, fictitious names, brand names, brand marks and corporate names, together with all translations, adaptations, derivations, and combinations
thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection
therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions,
manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), 

	
(f)      		
all computer software (including data, source codes and related documentation),	
	 
	
(g)      		
all other proprietary rights, (h) all copies and tangible embodiments thereof (in	
	 



whatever form or medium), or similar intangible personal property which have been or are developed or created in whole or in part by Executive (1) at any time and at any place while Executive is employed by Company and which, in
the case of any or all of the foregoing, are related to and useful in connection with the business of the Company, or (2) as a result of tasks assigned to Executive by the Company. 


     1.10. “Proprietary Information” means confidential, proprietary, business and technical information or trade secrets of the Company
or of any subsidiary or affiliate of the Company. Such Proprietary Information shall include, but shall not be limited to, the following items and information relating to the following items: (a) computer codes or instructions (including source and
object code listings, program logic algorithms, subroutines, modules or other subparts of computer programs and related documentation, including program notation), computer processing systems and techniques, all computer inputs and outputs
(regardless of the media on which stored or located), hardware and software configurations, designs, architecture and interfaces, (b) business research, studies, procedures and costs, (c) financial data, (d) distribution methods, (e) marketing data,
methods, plans and efforts, (f) the identities 


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of the Company’s relationship(s) with actual and prospective customers, contractors and suppliers, (g) the terms of contracts and agreements with customers, contractors and suppliers, (h) the needs and requirements of, and
the Company’s course of dealing with, actual or prospective customers, contractors and suppliers, (i) personnel information, and (j) customer and vendor credit information. Failure by the Company to mark any of the Proprietary Information as
confidential or proprietary shall not affect its status as Proprietary Information under the terms of this Agreement. 


     1.11. “Restricted Period” means the Term plus the one-year period following the Term. 


     1.12. “Restrictive Covenants” means the provisions contained in Section 5.1 of this Agreement. 


     1.13. “Severance Period” means fifteen months from the date the Executive’s employment is terminated.


     1.14. “Term” means the period beginning on the Effective Date and ending on the earlier of: (a) the third anniversary of the
Effective Date, or (b) the date that Executive’s employment with the Company is terminated for any reason. 


SECTION 2. Duration of Agreement; Duties. During the Term, Executive shall serve as the Company’s Chief Executive
Officer and shall devote his best efforts and full business time, abilities and services to the Company to perform such duties as may be customarily incident to such position and as may reasonably be assigned from time to time by the Board.
Executive shall report to the Boards of the Company. Executive will render his services hereunder to the Company and its affiliates and shall use his best efforts, judgment and energy in the performance of the duties assigned to him. Executive will
perform his duties primarily at the Company’s principal administrative headquarters in Wayne, Pennsylvania; provided, however, that Executive will travel for business purposes at such
times and to such places as reasonably requested by the Company. Executive shall not, without the prior written consent of the Board, directly or indirectly engage in any other business activities or pursuits, except activities in connection with
charitable activities or passive personal investments, provided that such activities do not interfere with his performance of responsibilities under this Agreement and the obligations in Section 5. The Board has approved Executive’s participation in the activities listed in Exhibit A hereto. 


     SECTION 3. Annual Salary. Executive hereby agrees to accept, as compensation for all services
rendered by Executive in any capacity hereunder and for the Restrictive Covenants made by Executive in Section 5 hereof, an initial Base Salary at an annual rate of US$316,000, for the
period from the Effective Date through the end of the Term, provided, however, that the annual rate of Base Salary for each 12
month period beginning on or after the first anniversary of the Effective Date will increase, from the annual rate of Base Salary in effect for the immediately preceding 12 month period, by an amount equal to the annual percentage increase in the
CPI for the immediately preceding calendar year. The Base Salary shall be inclusive of all applicable income, social security and other taxes and charges which are required by law to be withheld from Executive’s wages by the Company, and



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which shall be withheld and paid in accordance with the Company’s normal payroll practices for its similarly situated employees from time to time in effect. Executive shall be eligible to receive an annual bonus at the
discretion of the Board of Directors.


SECTION 4. Benefits; Change in Control Payment. 


     4.1. Benefits. Executive will be entitled to participate in any benefit plans or arrangements sponsored or maintained by the Company from
time to time, subject to the terms and conditions of such plans or arrangements. Executive shall be entitled to 4 vacation weeks per year.


     4.2. Equity Incentives. From time to time, the Company’s Board of Directors will review the performance of the Company and, in its sole
discretion, may grant stock options, shares of restricted stock or other equity-based incentives to Executive to reward extraordinary performance and/or to encourage Executive’s future efforts on behalf of the Company, provided, however, that
Executive shall participate in such equity-based incentives together with the Company’s other senior executives.


     4.3. Executive Severance Agreement. Executive shall be entitled to a change in control benefit with the Company the terms of which are set
forth on Exhibit C.


SECTION 5. Non-Compete; Confidentiality; Non-Solicitation. In consideration for entering this Agreement and the amounts
which Executive has, shall or may receive from the Company pursuant to Sections 3, 4 and 6 hereof, and except as otherwise provided in Section
6.2 hereof, Executive agrees to be bound by the Restrictive Covenants set forth in this Section 5. 


	 	
5.1. Restrictive Covenants.







     (a) Non-Compete. Except if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive
shall not, during the Restricted Period, in the United States or any other place where the Company, its subsidiaries or affiliates conduct business, directly or indirectly (except in Executive’s capacity as an employee of the Company, and in
the best interests of the Company) do any of the following without the prior written consent of the Board: 

	
(i)      		
engage or participate in any Competing Business;	
	 
	
(ii)      		
become interested in (as owner, stockholder, lender, partner,	
	 



co-venturer, director, officer, employee, agent or consultant) any person, firm, corporation, association or other entity engaged in any Competing Business. Notwithstanding the foregoing, Executive may hold up to 2% of the
outstanding securities of any class of any publicly-traded securities of any company; 


     (iii) solicit or call on, either directly or indirectly, for purposes of selling services competitive with services sold by the Company, any customer


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with whom the Company shall have dealt or any prospective customer that the Company shall have identified and solicited at any time during Executive’s employment by the Company; 


     (iv) influence or attempt to influence any supplier, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company; or



     (v) influence or attempt to influence any person to either (A) terminate or modify any employment, consulting, agency, distributorship or other arrangement with the Company, or (B) employ or retain,
or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company as an employee, consultant, agent or distributor of the Company at any time during the Restricted Period until the expiration
of twelve (12) months from the date such person ceases to have been employed or retained by the Company. 


     (b) Confidentiality. Executive recognizes and acknowledges that the Proprietary Information is a valuable, special and unique asset of the
business of the Company. As a result, both during the Term and thereafter, Executive shall not, without the prior written consent of the Company, for any reason either directly or indirectly divulge to any third party or use for his own benefit, or
for any purpose other than the exclusive benefit of the Company, any Proprietary Information revealed, obtained or developed in the course of his employment by the Company; provided, however, that nothing herein contained shall restrict Executive’s ability to make such disclosures during the Term as may be necessary or appropriate to the effective and efficient discharge of his duties as an employee hereunder or as
such disclosures may be required by law. If Executive or any of his representatives become legally compelled to disclose any of the Proprietary Information, Executive will provide the Company with prompt written notice so that the Company may seek a
protective order or other appropriate remedy. 

	
(c)      		
Property.	
	 
	 	
(i) All right, title and interest in and to Proprietary Information	
	 



shall be and remain the sole and exclusive property of the Company. During the Term, Executive shall not remove from the Company’s offices or premises any documents, records, notebooks, files, correspondence, reports,
memoranda or similar materials of or containing Proprietary Information, or other materials or property of any kind belonging to the Company unless necessary or appropriate in accordance with the duties and responsibilities required by or
appropriate for his position and, in the event that such materials or property are removed, all of the foregoing shall be returned to their proper files or places of safekeeping as promptly as possible after the removal shall serve its specific
purpose. Executive shall not make, retain, remove and/or distribute any copies of any of the foregoing for any reason whatsoever except as may be necessary in the discharge of his assigned duties and shall not divulge to any third person the nature
of and/or contents of any of the foregoing or of any other oral or written information to which he may have access or with which 


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for any reason he may become familiar, except as disclosure shall be necessary in the performance of his duties; and upon the termination of his employment with the Company, he shall leave with or return to the Company all
originals and copies of the foregoing then in his possession, whether prepared by Executive or by others. 


     (ii) Executive agrees that all the Intellectual Property will be considered “works made for hire” as that term is defined in Sections 101 and 201 of the Copyright Act (17 U.S.C. §§
101 and 201) and that all right, title and interest in such Intellectual Property will be the sole and exclusive property of the Company. To the extent that any of the Intellectual Property may not by law be considered a work made for hire, or to
the extent that, notwithstanding the foregoing, Executive retains any interest in the Intellectual Property, Executive hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that Executive may have in the
Intellectual Property under patent, copyright, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company will be entitled to obtain and hold in its
own name all copyrights, patents, trade secrets, and trademarks with respect to such Intellectual Property. Executive further agrees to execute any and all documents and provide any further cooperation or assistance reasonably required by the
Company to perfect, maintain or otherwise protect its rights in the Intellectual Property. If the Company is unable after reasonable efforts to secure Executive’s signature, cooperation or assistance in accordance with the preceding sentence,
whether because of Executive’s incapacity or any other reason whatsoever, Executive hereby designates and appoints the Company or its designee as Executive’s agent and attorney-in-fact, to act on his behalf, to execute and file documents
and to do all other lawfully permitted acts necessary or desirable to perfect, maintain or otherwise protect the Company’s rights in the Intellectual Property. Executive acknowledges and agrees that such appointment is coupled with an interest
and is therefore irrevocable. 


5.2. Rights and Remedies Upon Breach. 


     (a) Specific Enforcement. Executive acknowledges that the Restrictive Covenants are reasonable and necessary to protect the legitimate
interests of the Company and its affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions. Executive also acknowledges that any breach by him, willfully or otherwise, of the Restrictive Covenants
will cause continuing and irreparable injury to the Company for which monetary damages would not be an adequate remedy. Executive shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense
that such an adequate remedy at law exists. In the event of any such breach by Executive, the Company shall have the right to enforce the Restrictive Covenants by seeking injunctive or other relief in any court, without any requirement that a bond
or other security be posted, and this Agreement shall not in any way limit remedies of law or in equity otherwise available to the Company. If an action at law or in equity is necessary to enforce or interpret the terms of this agreement, the
prevailing party shall 


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be entitled to recover, in addition to any other relief, reasonable attorneys’ fees, costs and disbursements. 


     (b) Accounting. If Executive willfully breaches, or threatens to commit a breach of any of the Restrictive Covenants, the Company will have
the right and remedy to require Executive to disgorge all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the result of any action constituting a breach of the Restrictive Covenants. This
right and remedy will be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. 


     5.3. Judicial Modification. If any court determines that any of the Restrictive Covenants, or any part thereof, is unenforceable because of
the duration or scope of such provision, such court shall have the power to modify such provision and, in its modified form, such provision shall then be enforceable. 


     5.4. Disclosure of Restrictive Covenants. Executive agrees to disclose the existence and terms of the restrictive covenants set forth in this
Section 5 to any employer that Executive may work for during the Restricted Period and to allow the Company to do the same. 


     5.5. Acknowledgments. Executive acknowledges that the Restrictive Covenants contained in Section
5.1(a) are included herein in order to induce the Company to employ Executive pursuant to the other terms of this Agreement and to agree to the provisions of Section 6.2. Executive further acknowledges that the duration and geographic scope of Section 5.1(a) are reasonable given the nature of this Agreement. 


     5.6. Enforceability. If any court holds the Restrictive Covenants unenforceable by reason of their breadth or scope or otherwise, it is the
intention of the parties hereto that such determination not bar or in any way affect the right of the Company to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants.



	
SECTION 6. Termination.







     6.1. Generally. If Executive’s employment with the Company is terminated during the Term for any reason other than as specified in
Section 6.2 (including termination by the Company for Cause or by Executive without Good Reason), then the Company’s obligation to Executive will be limited solely to (a) the payment of
all accrued but unpaid Base Salary and Benefits through the date of such termination and (b) the payment of any accrued but unpaid bonus with respect to a fiscal year of the Company ending prior to such termination, if applicable. All Base Salary
and Benefits shall cease at the time of such termination, subject to the terms of any benefits or compensation plans then in force and applicable to Executive, and the Company shall have no further liability or obligation hereunder by reason of such
termination.


     6.2. Termination Without Cause or With Good Reason or By Reason of Death or Disability. If Executive’s employment by the Company is terminated during 


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the Term by the Company without Cause, by Executive with Good Reason or as a result of Executive’s death or Executive’s Disability, Executive will be entitled to (a) the payment of all accrued but unpaid Base Salary and
Benefits through the date of such termination (b) the payment of any accrued but unpaid bonus with respect to a fiscal year of the Company ending prior to such termination, if applicable, (c) a continuation of group health coverage for Executive for
the Severance Period (and, to the extent covered immediately prior to the date of Executive’s termination, his dependents) with the contributions paid by the Company and the Executive continuing on the same basis as in effect on the date of
Executive’s termination (as such contributions may be changed in accordance with changes for similarly situated employees during the relevant time period); (d) the payment for the Severance Period of monthly severance payments equal to
one-twelfth of his Base Salary as of the date of such termination, and (e) vesting of all of Executive’s stock options, to the extent not already vested. Upon the end of the Severance Period, all benefits described in this Section 6.2 (c), (d) and (e) will cease and the Company shall have no further liability or obligation by reason of such termination. If Executive violates the provisions of Section 5.1(a), the Company’s obligations to provide the benefits described in Section 6.2(c), (d) and (e) shall cease and be rendered a
nullity until such time that Executive is again in compliance with Section 5.1(a). 


     6.3. Termination Procedures. Any termination of Executive’s employment by the Company or by Executive during the Term (other than
termination pursuant to death) shall be communicated by written notice of termination to the other party and shall set forth the circumstances that provide the basis for Executive’s termination. The date of termination shall be (a) the date of
death, if Executive’s employment is terminated by death or (b) the date of the notice of termination or the expiration of any applicable remedy period, whichever is later. 


SECTION 7. Expenses. The Company will pay or reimburse Executive for reasonable and necessary expenses directly incurred in
the course of his employment by the Company in accordance with the standard policies and practices of the Company. Executive shall be entitled to fly business class (or first class if business class is not offered) on all transcontinental
flights.


SECTION 8. Other Agreements. Executive represents, warrants and, where applicable, covenants to the Company that: 


     8.1. There are no restrictions, agreements or understandings whatsoever to which Executive is a party which would prevent or make unlawful Executive’s execution of this Agreement or
Executive’s employment hereunder, or which are or would be inconsistent or in conflict with this Agreement or Executive’s employment hereunder, or would prevent, limit or impair in any way the performance by Executive of his obligations
hereunder; 


     8.2. Executive’s execution of this Agreement and Executive’s employment hereunder shall not constitute a breach of any contract, agreement or understanding, oral or written, to which
Executive is a party or by which Executive is bound; and 


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     8.3. Executive is free to execute this Agreement and to be employed by the Company as an employee pursuant to the provisions set forth herein. 


	
SECTION 9. Miscellaneous.







     9.1. Arbitration. To ensure rapid and economical resolution of any disputes which may arise under this Agreement, Executive and the Company
agree that any and all disputes or controversies of any nature whatsoever, arising from or regarding the interpretation, performance, enforcement or breach of this Agreement shall be resolved by confidential, final and binding arbitration (rather
than trial by jury or court or resolution in some other forum) to the fullest extent permitted by law. Each party will be responsible for his or its own attorneys’ fees. Any arbitration proceeding pursuant to this Agreement shall be conducted
in Philadelphia, Pennsylvania by the American Arbitration Association (“AAA”) or any other mutually agreeable provider, under the then existing employment-related arbitration rules of the applicable provider. If for any reason all or part
of this arbitration provision is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other portion of this arbitration
provision or any other jurisdiction, but this provision will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable part or parts of this provision had never been contained herein, consistent with the
general intent of the parties insofar as possible. 


     9.2. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and Executive and their respective
successors, executors, administrators, heirs and/or permitted assigns; provided, however, that neither Executive nor the Company may make any assignments of this Agreement or any interest
herein, by operation of law or otherwise, without the prior written consent of the other party, except that, without such consent, the Company may assign this Agreement to any successor to all or substantially all of its assets and business by means
of liquidation, dissolution, merger, consolidation, transfer of assets, or otherwise. 


     9.3. Notice. Any notice or communication required or permitted under this Agreement shall be made in writing and (a) sent by overnight
courier, (b) mailed by certified or registered mail, return receipt requested or (c) sent by telecopier, addressed as follows: 


	
If to Executive:







	
David Ginsberg







	
If to the Company: 



Encorium Group, Inc. 

One Glenhardie Corporate Center

1275 Drummers Lane 







9











	
Wayne, PA 19087 

Attention: GENERAL COUNSEL







or to such other address as either party may from time to time duly specify by notice given to the other party in the manner specified above. 


     9.4. Entire Agreement; Amendments. This Agreement contains the entire agreement and understanding of the parties hereto relating to the
subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature, whether written or oral, relating to the employment of Executive by the Company. This Agreement may not be
changed or modified, except by an Agreement in writing signed by each of the parties hereto. 


     9.5. Waiver. Any waiver by either party of any breach of any term or condition in this Agreement shall not operate as a waiver of any other
breach of such term or condition or of any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof or constitute or be deemed a waiver or release of any
other rights, in law or in equity. 


     9.6. Governing Law. This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Pennsylvania without
regard to the application of the principles of conflicts of laws of any jurisdiction. 


     9.7. Survival of Provisions. The provisions of this Agreement set forth in Sections 5, 6, 7 and
9 hereof (and the definitions set forth in Section 1 applicable to such sections) shall survive the expiration of the Term. 


     9.8. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other
provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained
herein. 


     9.9. Section Headings. The section headings in this Agreement are for convenience only; they form no part of this Agreement and shall not
affect its interpretation. 


     9.10. Noncontravention. The Company represents that, to its knowledge, it is not prevented from entering into or performing this Agreement by
the terms of any law, order, rule or regulation, its bylaws or certificate of incorporation, or any agreement to which it is a party, other than which would not have a material adverse effect on the Company’s abilities to enter into or perform
this Agreement. 


     9.11. Counterparts and Facsimiles. This Agreement may be executed, including execution by facsimile signature, in one or more counterparts,
each of 


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which shall be deemed an original, and all of which together, when executed and delivered, shall be deemed to be one and the same instrument. 


[This space intentionally left blank; signature page follows]


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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Executive has executed this Agreement, in each case as of the date first above written.



	
ENCORIUM GROUP, INC.



By:_/s/ Kai Lindevall_

Name: Kai Lindevall, Chairman







	
EXECUTIVE



By:/s/ David Ginsberg

Name: David Ginsberg







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EXHIBIT A


     The Board has approved the Executive’s participation in the following activities: 

	
1.      		
manage Executive’s personal, financial and legal affairs;	
	 
	
2.      		
work as an expert witness or, with the consent of the majority of the Board of Directors, as a medical consultant;	
	 
	
3.      		
serve on civic, charitable, governmental or professional boards;	
	 
	
4.      		
with the consent of a majority of the Board of Directors, serve on advisory boards of business corporations; provided that no further consent of the Board shall be needed for Executive to serve on advisory boards of business
clients of the company in connection with clinical trials or other Company business;	
	 
	
5.      		
with the consent of a majority of the Board of Directors, serve as a member of the board of directors of business corporations; and	
	 
	
6.      		
ongoing activities to support the Executive’s medical education and expertise.	
	 



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EXHIBIT C


EXECUTIVE SEVERANCE AGREEMENT


     See Exhibit 10.2 to this Quarterly Report on Form 10-Q filed with the Commission on December 9, 2008.


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