Exhibit 10.1
[INTELLIGROUP LOGO]
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of the 1st day of
July 2005 (the "Effective Date"), between Intelligroup, Inc. (the "Company") and
Ranjit Xxxxxxxxxx (the "Executive"). The purpose of the Agreement will be to
memorialize the terms and conditions of employment for the Executive.
NOW THEREFORE, in consideration of the mutual promises contained in the
Agreement and for other good and valuable consideration, the sufficiency of
which is hereby agreed, the Company and the Executive agree as follows:
1. EMPLOYMENT.
The Company agrees to employ and engage the services of the Executive as the
CHIEF OPERATING OFFICER (COO), INTELLIGROUP ASIA PRIVATE LIMITED, BASED IN
HYDERABAD, INDIA and the Executive agrees to serve the Company in such capacity.
The Executive shall report directly to the CHIEF EXECUTIVE OFFICER (CEO) OF
INTELLIGROUP.
2. TERM OF AGREEMENT.
The Company hereby agrees to employ the Employee, and the Employee hereby
accepts employment with the Company, upon the terms set forth in this Agreement
for a period of 2 years. This contract may be terminated by either party with 30
days notice.
3. GENERAL EMPLOYMENT TERMS.
The Executive shall devote normal business hours and be available to discuss the
business and affairs of the Company five days per week. The Executive shall
further use his best efforts to promote the interests of the Company, and
perform faithfully and efficiently the responsibilities assigned to him. While
employed by Company, Executive shall not engage in other employment, except with
the prior written consent of the Company, which must be given in writing by an
Officer of the Company.
4. COMPENSATION.
4.1 BASE SALARY. Executive shall receive an annual base salary equivalent of INR
8,155,000 ("Base Salary"). The Base Salary shall be payable in cash, subject to
applicable withholdings, in accordance with the current payroll policies of the
Company. The Base Salary shall be deemed effective as of April 7, 2005. The
Company shall pay the Employee an amount equivalent to the difference between
Employee's salary actually paid between April 7, 2005 and June 30, 2005 and the
Base Salary.
4.2 INCENTIVE COMPENSATION BONUS. As further compensation, the Executive will be
eligible to participate in the Company's Executive Incentive Plan. The Executive
shall be eligible under such plan for a bonus in the amount of fifty percent
(50%) of the Executive's annual base salary. This salary shall not be pro-rated
for the first year of employment. The details of this plan will documented
within the first 30 days of Executive's employment and will include a
combination of mutually agreed upon financial, operational, and organizational
objectives. The company and Executive shall in good faith agree to negotiate the
details of the plan within the first 30 days.
Confidential Intelligroup, Inc. 1
Executive may also be eligible for additional incentive compensation from time
to time at the discretion of the Company.
4.3 EMPLOYEE BENEFITS. In addition, the Executive shall be eligible for all
employee benefits offered to the Company's employees. In particular, the
Executive will be entitled to the following benefits:
(a) Vacation and Sick Leave. The Executive shall be eligible to
participate in the Intelligroup Asia Pvt., Ltd.'s's standard vacation
and sick leave benefit plan and the number of vacation days afforded to
Executive under the terms of the plan shall be: 1) six (6) days of
casual leave, 2) thirty (30) days of privileged leave and 3) six (6)
days of sick leave per year.
(b) Business Expense Reimbursement. The Executive shall receive
reimbursement of all legitimate and reasonable business expenses to the
extent necessary and incurred by the Executive on behalf of the Company
pursuant to the written policies of the Company in this regard.
(c) 401(k) Plan. The Executive is eligible to participate in the 401(k)
retirement benefit (or equivalent in country of residence) plan made
available to the employees of the Company pursuant to the terms and
conditions of such plan.
(d) Insurance Plans. The Executive is eligible to participate in the
life, health, dental, short and long-term disability plans made
available to the employees of the Company pursuant to the terms and
conditions of such plans.
(e) Changes to Employee Benefit Plans. Nothing in this Agreement shall
prevent the Company from changing, modifying, amending or terminating
the employee benefit plans of the Company so as to eliminate, reduce or
otherwise change any benefits payable under this Agreement.
(f) Indemnification. Executive will be a party to any standard
indemnification agreement for the Company's executive officers &
Directors that may be adopted by the Company and by the Board of
Directors. The Executive shall have access to the policy.
(g) Personal Expense Reimbursement. The Executive shall be reimbursed
up to $15,000 per year for travel expenses incurred by Employee and his
family related to annual travel to the United States.
5. STOCK OPTIONS. The Executive will be eligible for a grant of 200,000 stock
options ("Options") with an effective date of June 1st, 2005. 100,000 options
shall have strike price of $1.25, while the other 100,000 options will have a
strike price of $1.50. The Options will vest in equal quarterly installments
over four (4) years. The Options shall be governed by the terms and conditions
of the Company stock option plan under which the grant is made as well as the
standard Stock Option Agreement which must be signed by the Executive and the
Company prior to such grants being effective. To the extent that there any
conflicts between this agreement and the Company's Stock Option Agreement, those
specific terms will be superseded by those in this agreement. The Executive
shall have access to the Stock Option Agreement.
Confidential Intelligroup, Inc. 2
6. CHANGE OF CONTROL.
Notwithstanding the foregoing, at the effective time of a pending "Change in
Control", the vesting and exercisability of your options shall be accelerated by
twelve months, effective as of the effective time of such "Change in Control".
Further, should the Company terminate your employment or attempt to change the
role as defined by this Agreement, your options shall be accelerated in full,
effective as of the effective time of such "Change in Control". "Change in
Control" shall mean (i) a merger, acquisition, sale of voting control or other
business combination such that the shareholders of the Company who hold shares
on the date of this Agreement no longer hold more than 49% of the voting power
following completion of such transaction or, in case of a merger or other
business combination, more than 49% of the voting power of the acquiring or
surviving corporation and/or (ii) the sale of all or substantially all of the
assets of the Company.
7. TERMINATION.
7.1 CAUSE. The Company may terminate the Executive's employment for Cause. For
purposes of the Agreement, "Cause" shall mean (A) any act of dishonesty or
knowing and willful breach of fiduciary duty by the Executive; (B) commission of
a felony involving moral turpitude or unlawful, dishonest, or unethical conduct
that a reasonable person would consider damaging to the reputation of the
Company or any conduct which is in violation of the Company's policies; (C) any
material breach of any provision of the Agreement, or any other agreements
between the Executive and Company, by the Executive; or (D) insubordination or
refusal to perform assigned duties consistent with duties of the Executive's
position or to comply with the reasonable directions of Company's Board of
Directors. If the Executive's employment is terminated for Cause, the Company
shall pay the Executive his full accrued Base Salary through the date of
termination at the rate in effect at the time of such termination, and the
Company shall have no further obligation to the Executive under the Agreement or
under any other agreements or plans. All other compensation including, without
limitation, bonuses, severance and/or stock option grants shall be forfeited if
the Executive is terminated for Cause. Should cause be determined to be (C) or
(D), the company shall give the Executive a 21 day written notice and an
opportunity to correct the issues.
7.2 SEVERANCE. Employee shall be eligible for twelve months of severance (base
salary) pay following the termination of this Agreement by Company for any
reason other than Cause. The payments shall commence upon the day following
termination and continue for a period of twelve months in accordance with the
Company's standard payroll practices. The unvested options at the time of
termination shall be cancelled and returned to the company.
8. MISCELLANEOUS.
8.1 ENTIRE AGREEMENT. The Agreement constitutes the entire agreement between the
parties and supersedes any prior understandings or agreements between the
parties, written or oral, to the extent they relate in any way to the subject
matter hereof including, without limitation, any agreements entered into between
Employee and Intelligroup Asia pvt ltd. The Intelligroup Standard Employee Terms
agreement as executed by the Executive or executed in the future by the
Executive, shall be made a part of the Agreement. In the event there are any
inconsistencies between the Agreement and the foregoing agreements, the terms of
the Agreement shall take precedence.
8.2 NO ASSIGNMENT; ASSUMPTION. The Agreement is personal to the Executive and
shall not be assignable by the Executive. The Agreement shall inure to the
benefit of and be binding upon any successor to the business or assets of the
company which assumes the Agreement, whether expressly or by operation of law.
8.3 GOVERNING LAW. This is a New Jersey contract and shall be construed under
and is governed in all respects by the laws of New Jersey, without giving effect
to any conflict of laws principles of New Jersey law. Any legal action or suit
related in any way to the Agreement shall be brought exclusively in the courts
of New Jersey. Both parties agree that the courts of New Jersey are the
exclusive convenient forum for the resolution of disputes.
Confidential Intelligroup, Inc. 3
8.4 AMENDMENTS. No amendments of any provision of the Agreement shall be valid
unless the same shall be in writing and signed by both the Company and the
Executive.
8.5 SEVERABILITY. Any term or provision of the Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.
8.6 RELOCATION EXPENSES. All reasonable relocation expenses (up to a maximum of
$15,000 USD) shall be covered by the company. This shall include the following:
transaction costs associated with the sale of the Executive's primary residence,
airfare for the Executive and family members to relocate to Hyderabad India, and
moving expenses associated with personal items.
8.7 INSURANCE. The company shall make best efforts to retain its existing
Directors & Offers Insurance Policy.
8.8 TAXES. The Company shall work with employee to insure that Employee's tax
burden shall equate to that of India solely. In the event that Employee incurs
tax liability in the United States, the Company shall cover any out-of-pocket
expenses incurred by Employee in this regard including, without limitation,
advancement of additional tax payments which may be required by the Employee in
the United States, provided that the payment of such advances shall be promptly
repaid to the Company upon payment by the US authorities.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the
date first above written.
/s/ Ranjit Xxxxxxxxxx
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Executive Company
/s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: CEO and President
Confidential Intelligroup, Inc. 4
