THIS AGREEMENT (the “ Agreement ”), made as of the 31 st day of March, 2003 (the “ Effective Date ”), by and between
Covalent Group, Inc., a Delaware corporation (the “ Company ”), and Kenneth Borow, M.D. (“ Executive ”).
WHEREAS, Executive has served as the Company’s President and Chief Executive Officer pursuant to the terms and
conditions of an Employment Agreement dated November 1, 1999 (“Prior Employment Agreement”).
WHEREAS, the Company and Executive wish to replace the Prior Employment Agreement with 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 Board determines that the Executive has: (a) engaged in any type of disloyalty to, or gross
negligence or willful misconduct with respect to, the Company or any of its affiliates or subsidiaries, including (without
limitation) fraud, embezzlement, theft, or dishonesty in the course of his employment or engagement; (b) committed a felony; (c)
materially breached any agreement with or fiduciary duty owed to the Company and has not cured that breach within fifteen (15)
days after delivery of notice thereof; (d) refused to follow the lawful and reasonable directives of the Board and has not cured
such refusal within fifteen (15) days after delivery of notice thereof; (e) engaged or in any matter participated in any activity
which is directly competitive with or intentionally injurious to the Company or any of its affiliates or which violates any material