Exhibit 10.31
[INTELLIGROUP LOGO]
Employment Agreement
This Employment Agreement ("Agreement") is entered into as of the 25th day of
March 2004 (the "Effective Date"), between Intelligroup, Inc. (the "Company")
and Xxxxxxxxx Xxxxxxx (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
Company's General Counsel and Secretary, or in such other position as the Board
of Directors or its committees (the "Board") may determine from time to time and
the Executive agrees to serve the Company in such capacity. Executive shall
report directly to the Company's Chief Executive Officer.
2. Term of Agreement.
The Company hereby agrees to employ the Executive, and the Executive hereby
accepts employment with the Company, upon the terms set forth in this Agreement.
Executive is employed at will by the Company, meaning that either the Executive
or the Company may terminate the employment relationship at any time, with or
without cause subject to the terms of this Agreement. Accordingly, Executive's
employment shall continue until such time as the employment is so terminated.
3. General Employment Terms.
The Executive shall devote his entire business time, attention and energies to
the business and interests of the Company. 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 consent of
the Board. The Company requires the Executive to perform services under this
Agreement in its Headquarters, currently located in Edison, New Jersey,
consistent with his executive level responsibilities, subject to travel
requirements or other direction by the Board. The Executive agrees to abide by
the rules, regulations, instructions, personnel practices and policies of the
Company and any changes thereto that may be adopted by the Company from time to
time. The Executive acknowledges receipt of copies of all such rules and
policies committed to writing as of the date of this Agreement.
4. Compensation.
4.1 Base Salary. Executive shall receive an annual base salary equivalent of US
$155,000.00 ("Base Salary"). The Base Salary shall be payable in cash, subject
to applicable withholdings, in accordance with the current payroll policies of
the Company. Such salary is subject to adjustment in the discretion of the
Board.
4.2 Incentive Compensation Bonus. The Executive will be eligible to participate
in the Company's Executive Incentive Plan approved by the Board, pursuant to the
terms and conditions of such plan. The Executive shall be eligible under such
plan for a bonus in the amount of 40% of the Base Salary pursuant to objectives
which will be approved by the Board. If and to the extent obtained, such bonus
shall be paid in accordance with the terms of the plan. Executive may be
eligible for additional incentive compensation from time to time in the
discretion of the Board.
Confidential Intelligroup, Inc.
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4.3 Executive Benefits. In addition, the Executive shall be eligible for all
Executive benefits offered to the Company's Executives. 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 Company'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 20 days per year.
(b) Business Expense Reimbursement. The Executive shall receive
reimbursement of all legitimate and reasonable business expenses
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 plan made available to the Executives 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 Executives of the Company pursuant to the terms and
conditions of such plans.
(e) Changes to Executive Benefit Plans. Nothing in this Agreement shall
prevent the Company from changing, modifying, amending or terminating
the Executive 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 that may
be adopted by the Company and any revisions which may be adopted from
time to time.
5. Stock Options. The Executive has received various stock option grants to date
("Stock Options") and the terms and conditions of such grants shall continue to
be in full force and effect. Additional options may be granted from time to time
in the discretion of the Board.
6. Change of Control.
Upon the effectiveness of a Change of Control event (as that term is defined
below), unless provision is made in connection with such Change of Control for
the assumption of the Options, or the substitution of such Options with new
options of the successor entity or parent thereof, with appropriate adjustment
to the number of option shares and, if appropriate, the exercise price, all of
the remaining option shares, to the extent not vested and exercisable, shall,
subject to and conditioned upon the effectiveness of the Change of Control,
become vested and exercisable fifteen (15) days prior to the anticipated
effective date of the Change of Control, as determined by the Company. The Board
may, at its sole discretion, alter the terms of the Company's Stock Option Plan,
any Stock Option Agreements and the definition of Change of Control set forth
hereunder.
Confidential Intelligroup, Inc.
[INTELLIGROUP LOGO]
For the purposes of this Agreement a "Change in Control" shall be deemed to have
occurred if any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934) not affiliated with the Company as of the
Effective Date, becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 51% or more of the combined voting power
of the Company's then outstanding securities and where Executive is not offered
a position substantially similar to the position offered to the Executive
hereunder in the successor entity to the Company. For the purposes of the
foregoing and the avoidance of doubt, any transaction (including but not limited
to deregistration, reverse stock split, tender offer or merger) directed at
taking the Company private shall not be deemed to be a Change of Control under
this Agreement.
7. Termination.
7.1 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; (D)
insubordination or refusal to perform assigned duties consistent with duties of
the Executive's position or to comply with the reasonable directions of the
Chief Executive Officer or the Board; or (E) any material dereliction of duties
or material recklessness in the performance of duties. If the Executive's
employment is terminated for Cause, the Executive shall be paid his full accrued
Base Salary through the date of termination at the rate in effect at the time of
such termination. In such event, all other compensation including, without
limitation, bonuses, severance and/or stock option grants shall be forfeited and
the Company shall have no further obligation to the Executive under the
Agreement or under any other agreements or plans.
7.2 Severance. Executive shall be eligible for 6 months of severance pay
following the termination of this Agreement unless the agreement is terminated
for Cause. The payments shall commence upon the day following termination and
continue for a period of 6 months in accordance with the Company's standard
payroll practices.
7.3. Notice Period. In the event Executive elects to terminate this Agreement
and his employment relationship with the Company, Executive shall provide at
least 60 days prior written notice. Such notice shall be directed and provided
to the Company's Chief Executive Officer and Board.
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. The Intelligroup Standard Executive Terms agreement as executed
by the Executive or executed in the future by the Executive, shall be made a
part of the Agreement and is attached hereto as Exhibit A. In addition, the
Company's standard Executive Indemnification Agreement executed on or about
September 15, 2003 shall be made a part of this Agreement and is attached hereto
as Exhibit B. In the event of any inconsistencies between the Agreement and its
Exhibits A and B, the terms and conditions of this Agreement shall take
precedence.
Confidential Intelligroup, Inc.
[INTELLIGROUP LOGO]
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.
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. Revisions. Revisions to this Agreement may be made from time to time in the
discretion of the Board. Adjustments to Executive's compensation may be made
from time to time in the discretion of the Board and shall be documented in
accordance with the Company's standard Human Resources practices and may not
result in a revision to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the
date first above written.
/s/ Xxxxxxxxx Xxxxxxx /s/ Arjun Xxxxxxx
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Executive Company
Arjun Xxxxxxx
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Name:
Title: President
Confidential Intelligroup, Inc.
[INTELLIGROUP LOGO]
Exhibit A to
the Employment Agreement
of Xxxxxxxxx Xxxxxxx
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Intelligroup Standard Employee Terms ("Agreement")
Employee Name: Xxxxxxxxx Xxxxxxx
In consideration of employment with the Company, and all the benefits conferred
by such employment including, without limitation, any stock option grants now or
in the future by the Company, as well as the future access to confidential
information to which I shall be privileged by virtue of entering this Agreement,
the receipt and sufficiency of which are acknowledged, I, the above-named
Employee, hereby agree with the Company as follows.
1.0. Definitions.
1.1. "Company" shall refer to Intelligroup, Inc. and/or its direct or indirect
subsidiaries and affiliates.
1.2. "Confidential Information" shall mean a) proprietary information which the
Company possesses, or to which the Company has rights, which has commercial
value including without limitation, trade secrets, product ideas, designs,
configurations, processes, techniques, formulas, software, improvements,
inventions, data, know-how, copyrightable materials, marketing plans and
strategies, sales and financial reports and forecasts, lists of present and
prospective customers, lists of present or former employees, and any information
relating to research, development, programming, purchasing, accounting,
engineering, merchandising and licensing as well as any information developed by
in the course of my employment with the Company including information relating
to inventions under Section 4 below, as well as any other information to which I
may have access in connection with your employment; b) any other information of
the Company which is designated as "Confidential" or "Proprietary" or by its
nature reasonably should be considered "Confidential"; or c) information of
others including, without limitation, the customers, partners or other companies
or individuals with which the Company conducts business, which is designated or
otherwise would reasonably be designated as the confidential or proprietary
information of such companies under their policies, procedures or agreements
with the Company and, in the absence of such policies, procedures or agreements,
by applying the definition of "Confidential Information" as described above to
such information. I understand that as an employee of Intelligroup it is my duty
to understand the nature of Confidential Information and I will request
clarification as necessary.
2. This Section Left Intentionally Blank.
3. Confidentiality. I understand and agree that my employment creates a
relationship of confidence and trust between myself and the Company with respect
all Confidential Information. At all times, both during my employment with the
Company and after its termination, I will keep in confidence and trust all such
Confidential Information, and will not use or disclose any such Confidential
Information without the advance written consent of the Company, except as may be
necessary in the ordinary course of performing my duties to the Company. The
restrictions set forth in this Section 2 will not apply to information which is
generally known to the public or in the trade, unless such knowledge results
from an unauthorized disclosure by me, but this exception will not affect the
application of any other provision of this Agreement to such information in
accordance with the terms of such provision. I likewise agree to immediately
report to my supervisor any violation of the Company's security measures or
prohibited disclosure of Confidential Information by any person or organization.
I agree to immediately report to my supervisor the names of any persons or
organizations that attempt to obtain Confidential Information from me.
4. Documents, records, etc. All documents, records, apparatus, equipment and
other physical property, including but not limited to papers, notebooks,
manuals, reports, desktops, laptops, printers, mobile phones, remote email
assistants, computer files, software, vehicles, tools, keys, entry cards or
badges, credit authorizations, user identifications and passwords, whether or
not pertaining to Proprietary Information, which are furnished to me by the
Company or are produced by me in connection with my employment will be and
remain the sole property of the Company. I will return to the Company all such
materials and property as and when requested by the Company. In any event, I
will return all such materials and property immediately upon termination of my
employment for any reason. I will not take with me any such material or property
or any copies thereof upon such termination.
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5. Ownership of Inventions. I agree that any and all writings, inventions,
improvements, processes, procedures, and/or techniques, which I make, conceive,
discover or develop, in whole or in part, either alone or jointly with others,
during the term of my employment with the Company ("Work Product"), shall be the
sole property of the Company. The Company will be the sole owner of all patents,
copyrights and other proprietary rights in and with respect to such Work
Product. To the fullest extent permitted by law, such Work Product will be
deemed works made for hire. I hereby transfer and assign to the Company any
proprietary rights which I may have or acquire in any such Work Product, and I
waive any moral rights or other special rights which I may have or accrue
therein. I agree to execute any documents and take any actions that may be
required to effect and confirm such transfer and assignment and waiver. The
provisions of this Section 4 will apply to all Work Products which are conceived
or developed during the term of my employment with the Company, whether before
or after the date of this Agreement, and whether or not further development or
reduction to practice may take place after termination of my employment, for
which purpose it will be presumed that any Work Product conceived by me which
are reduced to practice within one year after termination of my employment were
conceived during the term of my employment with the Company unless I am able to
establish a later conception date by clear and convincing written evidence. The
provisions of this Section 5 will not apply, however, to any Inventions which
may be disclosed in a separate Schedule attached to this Agreement prior to its
acceptance by the Company, representing Inventions made by me prior to my
employment by the Company.
6. Disclosure of Inventions. I agree promptly to disclose to the Company, or any
persons designated by it, in writing, all Work Products which are or may be
subject to the provisions of Section 5.
7. Obtaining and Enforcing Proprietary Rights. I agree to assist the Company, at
the Company's request from time to time and at the Company's expense, to obtain
and enforce patents, copyrights or other proprietary rights with respect to Work
Product in any and all countries. I will execute all documents reasonably
necessary or appropriate for this purpose. This obligation will survive the
termination of my employment, provided that the Company will compensate me at a
reasonable rate after such termination for time actually spent by me at the
Company's request on such assistance. In the event that the Company is unable
for any reason whatsoever to secure my signature to any document reasonably
necessary or appropriate for any of the foregoing purposes (including renewals,
extensions, continuations, divisions or continuations in part), I hereby
irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agents and attorneys-in-fact to act for me and on my behalf,
but only for the purpose of executing and filing any such document and doing all
other lawfully permitted acts to accomplish the foregoing purposes with the same
legal force and effect as if executed by me.
8. Solicitation of Employees. I agree that during and for a period of twelve
(12) months immediately following the termination of my employment with the
Company for any reason, whether with or without cause, I shall not either
directly or indirectly solicit, induce, recruit or encourage any of the
Company's employees or independent contractors to leave their employment or end
their business relationship with the Company, or take away such employees or
independent contractors, or attempt to solicit, induce, recruit, encourage, or
take away any of the Company's employees or independent contractors, either for
myself or for any other person or entity. I agree that if I breach, or propose
to breach, any portion of this Section 8, the Company shall be entitled, in
addition to all other remedies that it may have, to damages, damages associated
with recruiting costs and training costs for replacing Company's employee.
9. Competitive Activities. I agree that while I am employed by the Company and
for a period of twelve (12) months following the termination of my employment
with the Company for any reason, whether with or without cause, I will not,
without the Company's express written consent, directly or indirectly, whether
as owner, partner, shareholder, director, officer, consultant, agent, employee,
contractor, or otherwise: a) engage in any business that, in the reasonable
judgment of the Company, is competitive with the Company or which may, in the
reasonable judgment of the Company, become competitive with the Company in the
foreseeable future, or assist others in any business that is competitive with
the Company; b) solicit or accept employment or similar business from, contract
with or otherwise assist any customer, partner or other company with which the
Company had a business agreement within the twelve (12) months preceding the
solicitation or acceptance of such services, except in the course of your
employment with the Company; or c) cause or seek to have any customer, partner
or other company which the Company has a business agreement with to end or
otherwise detrimentally alter their business relationship with the Company.
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Intelligroup, Inc. Confidential and Proprietary
[INTELLIGROUP LOGO]
I understand that the restrictions set forth in this Section 9 are intended to
protect the Company's legitimate interest in its Proprietary Information and
established customer relationships and goodwill, and agree that such
restrictions are necessary, reasonable and appropriate for this purpose.
10. Third-Party Agreements and Rights. I hereby confirm that I am not bound by
the terms of any agreement with any previous employer or other party which
restricts in any way my use or disclosure of information or my engagement in any
business, except as may be disclosed in a separate Schedule attached to this
Agreement prior to its acceptance by the Company. I have delivered to the
Company true and complete copies of any agreements listed on said Schedule. I
represent to the Company that my execution of this Agreement, my employment with
the Company and the performance of my proposed duties for the Company will not
violate any obligations I may have to any such previous employer or other party.
In my work for the Company, I will not disclose or make use of any information
in violation of any agreements with or rights of any such previous employer or
other party, and I will not bring to the premises of the Company any copies or
other tangible embodiments of non-public information belonging to or obtained
from any such previous employment or other party.
11. This Section Left Intentionally Blank.
12. Equitable Remedies. I agree that it would be difficult to measure any
damages caused to the Company which might result from any breach of the terms of
this Agreement, and that in any event money damages would be an inadequate
remedy for any such breach. Accordingly, I agree that if I breach, or propose to
breach, any portion of this Agreement, the Company shall be entitled, in
addition to all other remedies that it may have, to an injunction or other
appropriate equitable relief to restrain any such breach without showing or
proving any actual damage to the Company. In addition, the party seeking to
enforce performance of the terms of this Agreement shall be entitled to all
reasonable attorneys fees and third party costs incurred in seeking enforcement
of this Agreement, regardless of whether suit or other legal or equitable is
commenced, including attorneys fees and costs incurred through engagement in
alternative dispute resolution procedures such as mediation or arbitration fees.
13. Binding Effect. This Agreement will be binding upon me and my heirs,
executors, administrators and legal representatives and will inure to the
benefit of the Company, any subsidiary of the Company, and its and their
respective successors and assigns.
14. Enforceability. If any portion or provision of this Agreement is to any
extent declared illegal or unenforceable by a court of competent jurisdiction,
then the remainder of this Agreement, or the application of such portion or
provision in circumstances other than those as to which it is so declared
illegal or unenforceable, will not be affected thereby, and each portion and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law. In the event that any provision of this Agreement is
determined by any court of competent jurisdiction to be unenforceable by reason
of excessive scope as to geographic, temporal or functional coverage, such
provision will be deemed to extend only over the maximum geographic, temporal
and functional scope as to which it may be enforceable.
15. This Section left Intentionally Blank.
16. This Section Left Intentionally Blank.
17. Notices. Any notices, requests, demands and other communications provided
for by this Agreement will be sufficient if in writing and delivered in person
or sent by registered or certified mail, postage prepaid, to me at the last
address which I have filed in writing with the Company or, in the case of any
notice to the Company, at its main offices, to the attention of its Chief
Executive Officer.
18. Governing Law. This is a New Jersey contract and shall be construed under
and be governed in all respects by the laws of New Jersey, without giving effect
to the conflict of laws principles of New Jersey law. Any legal action or suit
related to this Agreement shall be brought exclusively in the courts of New
Jersey. Both parties agree that exclusive jurisdiction lies in the state and
federal courts residing in New Jersey for the resolution of disputes.
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Intelligroup, Inc. Confidential and Proprietary
[INTELLIGROUP LOGO]
I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. I HAVE READ IT
CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.
/s/ Xxxxxxxxx Xxxxxxx
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Signature of Employee
Date: 25 March 2004
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Accepted and Agreed to by
Intelligroup, Inc.
By: /s/ Arjun Xxxxxxx
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Name: Arjun Xxxxxxx
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Title: President
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Date: March 25, 2004
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SCHEDULE OF PRIOR INVENTIONS AND THIRD PARTY AGREEMENTS (IF ANY)
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Accepted by Accepted by
Intelligroup, Inc. Employee
By: /s/ Arjun Xxxxxxx By: /s/ Xxxxxxxxx Xxxxxxx
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Name: Arjun Xxxxxxx Name: Xxxxxxxxx Xxxxxxx
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Title: President Date: 25 March 2004
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Date: March 25, 2004
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Intelligroup, Inc. Confidential and Proprietary
