Delaware
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56-1668867
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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On November 4, 2008, the Compensation Committee and the Board of Directors of Encorium Group, Inc. (the "Company") acted to reprice 250,000 stock options previously granted Dr. David M. Ginsberg to have an exercise price equal to the closing price of the Company's common stock on November 4, 2008, which was $.36 per share. The 250,000 stock options were originally granted to Dr. Ginsberg on September 8, 2008 in connection with his appointment as President and Chief Executive Officer of the Company and had an exercise price of $1.70 per share, which price reflected the then current market price of the Company's stock on the date of grant. The options were granted to Dr. Ginsberg in order to provide a performance incentive and to more closely align the interests of Dr. Ginsberg with those of the Company's stockholders in maximizing stockholder value. As a result of the decline in the Company's stock price immediately after the date of grant of these options, the Compensation Committee believes that such options were not achieving the purposes for which they were intended and that it was in the best interest of the Company and its stockholders to reprice the options in order to properly incentivize Dr. Ginsberg. The other terms of options remained unchanged as a result of the repricing except that the stock options will vest immediately upon a "Change of Control" of the Company, as defined in the Amended and Restated Non-Qualified Stock Option Award Agreement.
A copy of the Amended and Restated Non-Qualified Stock Option Award Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Appointment of Shahab Fatheazam
On November 4, 2008, the Board of Directors of the Company appointed Shahab Fatheazam as a director of the Company. There is no arrangement or understanding pursuant to which Mr. Shahab was appointed director.
Mr. Fatheazam, age 58, is currently a Managing Director and head of the U.S. healthcare practice of GCA Savvian, a leading international investment banking advisory firm. Mr. Fatheazam joined GCA Savvian in 2004 from Vector Securities, a premier healthcare specialty firm, where he was a partner. Prior to helping to form Vector Securities, he was co-head of Paine Webber's Lifescience Division. He began his career on Wall Street with Kidder, Peabody & Co, where, in 1980, he became a partner and senior executive in Kidder's international corporate finance unit. Mr. Fatheazam holds a BA and MA from Cambridge University in England and an MBA from Columbia University. Mr. Fatheazam sits on the boards of two non-public biotechnology companies and is a Trustee at Chicago University's Harris School. He is a member of the Economics Club in Chicago.
GCA Savvian provided investment banking services to the Company in connection with its acquisition of Remedium Oy in Novemebr 2006 and the raising of funds through a private placement in May 2007.
On the same basis as the other directors of the Company, Mr. Fatheazam will be entitled to receive a fee of $37,500 per year paid at the rate of $3,125 per month, and may be reimbursed for reasonable expenses incurred in connection with attendance at meetings of the Board of Directors. In addition, on November 4, 4008, in connection with his appointment, the Board of Directors granted Mr. Fatheazam options to purchase 20,000 shares of the Company's common stock.
As are the other directors and officers of the Company, Mr. Fatheazam will become a party to an indemnity agreement with the Company, which requires the Company to indemnify directors and officers to the fullest extent permitted by Delaware law. The form of the Indemnity Agreement was filed as Exhibit 10.1 to our Quarterly Report on Form 10-QSB with the Securities and Exchange Commission on August 13, 2002 and is incorporated herein by reference.
Stock Option Grant to David Morra
On November 4, 2008, the Board of Directors granted David Morra, a director of the Company, options to purchase 25,000 shares of common stock of the Company in connection with his recent apppointment to the Board of Directors and for his service on the compensation, audit and nominating committees.
Board Fees
On November 4, 2008, the Board of Directors of the Company approved a $10,000 increase to the annual compensation payable to independent directors serving on the nominating, audit or compensation committee, to be effective January 1, 2009.
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Encorium Group, Inc.
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Date: November 04, 2008
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By:
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/s/ Philip L. Calamia
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Philip L. Calamia
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Chief Finacial Officer
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Exhibit No.
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Description
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EX-10.1
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Amended and Restated Non-Qualified Stock Option Award Agreement
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