Exhibit 10.10
CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Agreement"), dated as of October 16, 2006
("Effective Date"), between Sapient Corporation, a Delaware corporation
("Sapient"), and Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
WHEREAS, Xxxxxxxxx co-founded Sapient, has served as Chief Executive
Officer and Co-Chairman of the Board of Sapient and has contributed enormously
to the success of Sapient since its inception;
WHEREAS, Xxxxxxxxx has resigned from the positions of Chief Executive
Officer and Co-Chairman of the Board of Sapient and as member of the Board of
Sapient; and
WHEREAS, Sapient desires to induce Xxxxxxxxx to maintain a role with
Sapient;
NOW THEREFORE, in order to effect the foregoing, the parties hereto are
entering into this consulting agreement upon the terms and subject to the
conditions set forth below. Accordingly, in consideration of the premises and
the respective covenants and agreements of the parties herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. General. Sapient hereby agrees to engage Xxxxxxxxx as a
consultant to Sapient, and Xxxxxxxxx hereby agrees to perform consulting
services for Sapient on the terms and conditions set forth herein.
2. Term. The term of this Agreement (the "Term") shall commence as
of the date hereof and terminate on the first anniversary of the date hereof and
shall be automatically renewed for successive one year periods unless otherwise
terminated by either party pursuant to Section 9.
3. Duties. From time to time during the Term, Xxxxxxxxx shall render
services hereunder, to the extent and at times mutually determined by Sapient
and Xxxxxxxxx ("Services"). Such Services may include, but are not limited to,
providing consulting services to Sapient in respect of (a) long-term strategic
planning, (b) ongoing client relations, (c) business development (including
recruiting and retaining talented executives) and (d) the evaluation of possible
future strategic acquisitions.
4. Place of Performance/Computer/Executive Assistant. Xxxxxxxxx
shall perform his duties and conduct his business at such locations as are
reasonably acceptable to him and Sapient. In order to permit Xxxxxxxxx to render
services hereunder and for such other uses he may choose, Sapient hereby agrees
to transfer to Xxxxxxxxx all right, title and interest in the laptop computer
previously provided to him by Sapient; provided, however, that (i) Sapient's
obligation to transfer the laptop computer is conditioned upon its ability,
after the use of its reasonable best efforts, to acquire the appropriate
software licenses necessary to permit the transfer and (ii) prior to such
transfer, Sapient shall have the right to make a copy (or an "image") of the
hard drive of the laptop computer. Xxxxxxxxx shall also be entitled to continue
to utilize the service of his current executive assistant or, if such executive
assistant leaves the employ of Sapient or is terminated, a replacement executive
assistant having comparable qualifications.
5. Compensation.
(a) Hourly Consulting Fee. During the Term, Sapient shall pay
to Xxxxxxxxx, as compensation for the services to be performed by Xxxxxxxxx
hereunder, an hourly consulting fee of $750.00; provided, however, Sapient shall
be under no obligation to pay Xxxxxxxxx for Services totaling more than 100
hours per calendar month unless Xxxxxxxxx has received the prior authorization
of Sapient's Chief Executive Officer to provide Services in excess of 100 hours
during such calendar month. Sapient shall remit payment to Xxxxxxxxx for such
services within thirty (30) days of receipt of an invoice for such services from
Xxxxxxxxx. In the event this Agreement is terminated pursuant to Section 9,
Xxxxxxxxx shall be entitled to receive any unpaid consulting fees, or other
expenses for which reimbursement is provided for herein, within thirty (30) days
after the date of termination. Xxxxxxxxx shall not be an employee of Sapient but
shall be an independent contractor and shall be responsible for payment of all
taxes for remuneration received under this Agreement, including Federal and
State income tax, Social Security tax, Unemployment Insurance tax, and any other
taxes or business license fees as required.
(b) Business Expenses. Sapient shall reimburse Xxxxxxxxx for
all business expenses reasonably incurred by him in connection with his
performance of consulting services hereunder at actual cost.
(c) Group Medical Benefits. Xxxxxxxxx shall be entitled to
receive continuation coverage in Sapient's medical and dental plans pursuant to
the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA"), such continuation coverage shall be at Xxxxxxxxx'x expense, and in
all respects be subject to the requirements, conditions and limitations of COBRA
and such plans, which may be amended from time to time.
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6. Confidential Information/Documents.
(a) Xxxxxxxxx agrees that any material nonpublic information
concerning the business and affairs of Sapient ("Confidential Information")
shall be treated by Xxxxxxxxx in full confidence and shall not be revealed to
any other individual, partnership, company or other organization except as may
be required by law, as directed by any regulatory authority or by order of any
court. Prior to disclosing any Confidential Information to a court or other
governmental authority, Xxxxxxxxx shall notify Sapient so that Sapient may
protect any rights it may have, including by seeking a protective order or other
appropriate remedy or relief. This restriction shall continue to apply after the
termination of this Agreement, regardless of the reason for such termination.
(b) Xxxxxxxxx will comply with the policies and procedures of
Sapient for protecting Confidential Information, including but not limited to
the Company's xxxxxxx xxxxxxx policy and the Company's Code of Ethics and
Conduct, and shall not use any Confidential Information for his own benefit or
gain.
(c) All documents, records, tapes and other media of every
kind and description relating to the business, present or otherwise, of Sapient
and any copies, in whole or in part, thereof (the "Documents"), whether or not
prepared by Xxxxxxxxx, shall be the sole and exclusive property of Sapient.
Xxxxxxxxx shall safeguard all Documents and shall surrender to Sapient at the
termination of this Agreement, or at such earlier time or times as the Board or
its designee may specify, all Documents then in Xxxxxxxxx'x possession or
control. For purposes of clarity, personal files and documents unrelated to the
business of Sapient on the laptop computer to be transferred under this
Agreement are not Documents.
7. Restrictive Covenants. Xxxxxxxxx shall not, during the Term,
without the prior written approval of the Board, directly or indirectly become
an officer, employee, agent, partner or director of, or serve as a consultant
for any other business that competes directly or indirectly with Sapient and
shall not undertake any planning for any business competitive with Sapient.
8. Successors; Binding Agreement.
(a) This Agreement shall be binding on Sapient's successors,
and Sapient shall require any successor to all or substantially all of the
business or assets of Sapient to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that Sapient would be
required to perform it if no such succession had taken place. Except pursuant to
the foregoing sentence, neither Xxxxxxxxx nor Sapient shall be permitted to
assign this Agreement or any rights or obligations hereunder.
(b) This Agreement and all rights of Xxxxxxxxx hereunder shall
inure to the benefit of and be enforceable by Xxxxxxxxx'x personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. This Agreement is personal to and may not be assigned by
Xxxxxxxxx.
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9. Termination. Xxxxxxxxx'x engagement as a consultant hereunder and
the Term may be terminated by either Sapient or Xxxxxxxxx at any time upon
written notice to the other party hereto. The Term shall terminate automatically
on the death or Disability of Xxxxxxxxx. "Disability" shall mean an illness,
injury or other incapacitating condition as a result of which Xxxxxxxxx is
unable to perform the consulting services required to be performed during the
Term for a continuous period of forty-five (45) days.
10. Modification; Waiver; Discharge. No provisions of this Agreement
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the parties hereto. No waiver by a
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
11. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
12. Headings. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
13. Governing Law. The validity, interpretation, construction and
performance of this Agreement and any disputes between the parties relating to
this Agreement shall be governed by the laws of the Commonwealth of
Massachusetts without regard to principles of conflicts of laws.
14. Entire Agreement. This Agreement constitutes the entire
agreement between the parties regarding the subject matter hereof and supersedes
all prior agreements and understandings relating to such subject matter.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.
SAPIENT CORPORATION
By: /s/ Xxxxxxx Xxxxx
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Its:
/s/ Xxxxx Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
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