February 11, 2011 Jane Owens 1200 Washington Street, Unit 409 Boston, MA 02118 Dear Jane:
Exhibit 10.1
February 11, 2011
Xxxx Xxxxx
0000 Xxxxxxxxxx Xxxxxx,
Xxxx 000 Xxxxxx, XX 00000
0000 Xxxxxxxxxx Xxxxxx,
Xxxx 000 Xxxxxx, XX 00000
Dear Xxxx:
The purpose of this letter severance agreement (the “Agreement”) is to
describe the terms of your separation from Sapient Corporation
(“Sapient” or the “Company”).1 The severance pay and
benefits described in Section 2(a), 2(c) and 2(d) of this Agreement
(“Severance Pay and Benefits”) are contingent on your agreement to and
compliance with the terms of this Agreement and the Supplemental
Release Agreement defined in Section 14 and attached hereto as Exhibit
B. Once the Supplemental Release Agreement is executed and not revoked
it becomes part of this Agreement. The eighth (8th) day
after which you sign the Supplemental Release Agreement shall be
referred to as the “Effective Date.”
1. Special Employment.
As of the date of this agreement through April 5, 2011, or earlier if
you resign (the “Special Employment Period”) you will be a Special
Employee of Sapient so long as you comply with this Agreement. During
the Special Employment Period Sapient will continue your regular base
salary and your participation in those Sapient employee benefits
programs in which you currently participate. During the Special
Employment Period you shall, in a positive and constructive manner,
perform any assigned tasks assigned by Sapient and assist in the smooth
transition of your work as specified by Sapient.
If during the Special Employment Period you are terminated by Sapient
for Cause, you will not be entitled to any Severance Pay and Benefits,
and in such event the Separation Date shall be deemed to be the date
the Cause termination becomes effective. Cause is defined as (i) the
willful or repeated failure by you to perform your responsibilities at
Sapient, (ii) the commission of an act of embezzlement, fraud, theft,
misappropriation of assets or property (tangible or intangible); or
(iii) gross negligence or misconduct in the performance of your duties.
| 1 | Except for the obligations set forth in Section 1 and 2 of this Agreement, which shall be the sole obligation of Sapient Corporation, and its successors and assigns, whenever the term “Sapient” or “Company” is used in this Agreement (including, without limitation, Sections 12 and 13 and the Supplemental Release), it shall be deemed to include Sapient Corporation, its subsidiaries and affiliates, and its and their respective officers, directors, employees, agents, successors and assigns. |
2. Separation of Employment/Severance Pay and Benefits.
Your employment with Sapient will terminate at the end of the Special
Employment Period or earlier as set forth in Section 1 above (the
“Separation Date”). You acknowledge that from and after the Separation
Date, you shall have no authority to represent yourself as an employee
or agent of Sapient, and you agree not to do so. You agree that in the
event you re-apply for employment (or engagement as an independent
contractor) with Sapient, the Company shall have no obligation to
re-hire or engage you.
In exchange for your promises, covenants and releases set forth in
this Agreement (including, without limitation, the covenants set forth
in Section 9 of this Agreement, the release of claims set forth in
Section 12 and the Supplemental Release Agreement), provided only that
you (i) comply with Section 1 of this Agreement (ii) are not terminated
for Cause during the Special Employment Period, (iii) you deliver to
the Company this Agreement and the Supplemental Release
Agreement in a timely fashion and (iv) you do not exercise your
revocation right as set forth in the this Agreement and the
Supplemental Release Agreement, the Company agrees to provide you with
the following Severance Pay and Benefits set out in Sections 2(a), 2(c)
and 2(d) of this Agreement:
2 (a). Gross Severance.
A lump sum payment of two hundred and fifty five thousand eight hundred
and thirty-three dollars ($255,833), which shall be subject to all
ordinary payroll taxes and withholdings, in accordance with the
Company’s standard payroll policies and procedures the first pay roll
period following the Effective Date. In accordance with your prior
agreements with the Company, the Gross Severance Pay may be further
reduced for the following reasons, as applicable: vacation time taken
in excess of vacation time accrued; an outstanding balance on any
guaranteed American Express Corporate Card; or any other outstanding
balances owed to the Company, such as Java Bean expenses, commuter
passes, etc (“Net Severance Pay”).
2 (b). Bonus.
Regardless of whether you sign this Agreement, you will be eligible to
receive your 2010 bonus payment in accordance with the guidelines of
the of the 2010 Global Performance Bonus Plan (the “Bonus Plan”). The
Bonus shall be subject to all ordinary payroll taxes and withholdings,
in accordance with the Company’s standard payroll policies and
procedures and shall be paid out to you no later than March 15, 2011,
consistent with when it will be paid out for all eligible Sapient
employees.
According to the Global Performance Bonus Plan, an individual must be
actively employed by Sapient in an eligible title during the entire
Plan Period and from the end of the Plan Period through the date any
payout is made under this Plan. Since your employment will terminate
April 2011, you will not be eligible for any additional bonus payments
not otherwise stated herein.
2 (c). Continued Health Care Coverage.
The following shall not apply to you if are not currently enrolled in
medical, dental or vision coverage through Sapient: Regardless of
whether you sign this Agreement, and upon completion of the appropriate
forms, you will have the right, at your own expense (except at
otherwise provided in this Section 2(c)), to continue your
participation in the Company’s group medical,
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dental or vision insurance plans pursuant to the provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The
“qualifying event” under COBRA shall be deemed to have occurred on the
Separation Date. UnitedHealthcare will send you a COBRA package that
will explain what the COBRA benefit is, how to elect this coverage and
what it will cost you to continue your benefits under COBRA. If you do
not receive this package within thirty (30) days of your Separation
Date, please call UnitedHealthcare at 0-000-000-0000. If you do not
elect COBRA, your coverage under Sapient’s medical, dental and/or
vision insurance for you and, if applicable, your eligible
dependent(s), will end on the last day of the month in which the
Separation Date occurs.
If you elect to continue your health coverage (medical and/or dental
plans) through COBRA, Sapient will cover the entire cost of your COBRA
coverage for the first eleven (11) months (the “Premium Payment
Period”) following the month in which your Separation Date occurred.
After the Premium Payment Period, you will be required to pay the full
cost of the COBRA premiums for medical and/or dental coverage based on
the premium rates established at that time. Important note: You must
respond to UnitedHealthcare per the timelines set forth in your COBRA
package if you wish to elect COBRA coverage. As a reminder, the
Employment Retirement Income Security Act (“ERISA”), the federal law
that regulates COBRA, in conjunction with the Internal Revenue Code,
permits only “qualified beneficiaries” to receive COBRA benefits. Under
IRS 1999 final regulations, a qualified beneficiary is defined only as
a covered employee, the spouse of a covered employee, or eligible
dependent children of a covered employee, as defined by the terms of
the health plan. As such, domestic partners are not eligible to
continue health care coverage through COBRA. Please refer to your exit
materials for more information on COBRA.
2 (d). Outplacement Service.
You will be eligible to receive twelve (12) months of senior executive
outplacement services with Xxx Xxxxx Xxxxxxxx. You need to start your
services no later than June 1, 2011. Should you desire a different
provider, Sapient will provide up to $25,000 to cover the expense of
your chosen outplacement program. Sapient will pay the provider of your
choice within 10 business days after receipt of an invoice from such
provider which must be received no later than June 1, 2011.
2 (e). Non-Compete Waiver.
The following shall not apply to you if you work for Sapient in
California: Sapient will waive the non-compete provision in Section 7
(a) (ii) of your Non-Disclosure, Non-Solicitation and Non-Compete
Agreement (“NDA”), or Section 4.3 of your Fair Compete Agreement, as
applicable, provided that you continue to abide by your remaining
non-solicitation and confidentiality obligations, as further explained
in Section 9 of this Agreement; and
2 (f). Monies Owed.
You understand that forgiveness of monies owed to Sapient constitutes
income received by you, which shall be subject to all ordinary payroll
taxes and withholdings, in accordance with the Company’s standard
payroll policies and procedures.
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You acknowledge and agree that the Severance Pay and Benefits set out
in Sections 2(a), 2(c) and 2(d) are not otherwise due or owing to you
by the Company, whether under any employment agreement (oral or
written), Company policy or practice. You also agree that the
Severance Pay and Benefits set out in Sections 2(a), 2(c) and 2(d) to
be provided to you are not intended to and do not constitute a
severance plan and do not confer a benefit on anyone other than the
parties. You further acknowledge that except for the specific financial
consideration set forth in this Agreement, your final wages and any
accrued but unused vacation (which shall be paid to you in accordance
with the Company’s regular payroll practices and applicable law), you
are not now and shall not in the future be entitled to any other
compensation, other than is what is stated in this Agreement, from the
Company including, without limitation, other wages, commissions,
bonuses, stock options, restricted stock, equity, vacation pay, holiday
pay, paid time off or any other form of compensation or benefit. For
the purposes of clarity, you will only receive the Severance Pay and
Benefits set out in Sections 2(a), 2(c) and 2(d), if you (i) comply
with Section 1 of this Agreement, (ii) are not terminated for Cause
during the Special Employment Period, (iii) you deliver to the Company
this Agreement and the Supplemental Release Agreement in a timely
fashion, and (iv) you do not exercise your revocation right as set
forth in the this Agreement and the Supplemental Release Agreement.
3. Employee Assistance Program.
Regardless of whether you sign this Agreement, Sapient will extend your
eligibility to participate in the Company’s Employee Assistance Program
(EAP) benefit for sixty (60) days from the Separation Date. You may
contact the Wellness Corporation at 0-000-000-0000.
4. Unemployment Benefits.
Enclosed is a pamphlet describing unemployment compensation benefits.
You may seek unemployment benefits (from the applicable state depending
on your location) as a result of your termination from Sapient.
Decisions regarding eligibility for and amounts of unemployment
benefits are made by the applicable state unemployment agency, not by
Sapient.
5. Expense Reimbursement.
If you have pending expenses that have not been formally approved in
Oracle by the Separation Date, these expenses can be manually submitted
to Sapient, as follows. Please submit the following details to Xxxxx
XxXxxxxx at xxxxxxxxx@xxxxxxx.xxx within thirty (30) days from the time
your expenses were incurred:
| A. | Copies of required receipts | ||
| B. | Details regarding your expenses: |
| i. | Brief description of the expense | ||
| ii. | Dollar amount | ||
| iii. | PID | ||
| iv. | Billable or Non-Billable | ||
| v. | Date the expense was incurred |
| C. | Name of the related PID approver(s). |
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Approved expense reports will be processed and payment made in
accordance with Sapient’s standard expense reimbursement policy.
If you have an American Express Corporate Card, you are responsible for
paying any outstanding balances in accordance with your prior agreement
with Sapient and American Express.
6. 401(k) Plan.
If you participate in the Sapient 401(k) Plan and you have a vested
account balance of $1,000 or more, you may either keep your vested
balance in the Sapient Plan or request to have the entire vested
balance paid out to you or rolled over into another plan. [Note: If
your vested 401(k) account balance is under $1,000, you must request a
roll-over or distribution within 90 days of the Exit Date. Otherwise,
the balance will automatically be paid out to you and you will be
subject to penalties and tax withholdings for early distribution.] If
you currently have a 401(k) loan outstanding, please contact Fidelity
to discuss repayment options. If you wish to transfer your funds,
please visit the Fidelity Web site at xxx.000x.xxx and follow
the instructions there to complete the transfer. If you have questions
related to your 401(k) Plan, please contact Fidelity at 0-000-000-0000.
7. Stock Options and Restricted Stock Units (“RSUs”).
If you have Sapient Stock Options and/or Restricted Stock Units, your
E*Trade equity account will remain active in accordance with E*Trade’s
policies. These policies currently permit your account to remain
active as long as you have Sapient shares in your account. After the
Separation Date E*Trade will send a packet of information to your home
address which will include a statement of your exercisable options and
vested RSUs, as well as relevant date and exercise information. If you
do not receive this packet within thirty (30) days of the Separation
Date, please contact E*Trade at 0-000-000-0000.
Sapient’s equity incentive plans (and any Sapient Stock Option
Agreements that you have agreed to) give you three (3) months from the
Separation Date to exercise any options that were vested and
exercisable as of the Separation Date. Please note that the period is
three (3) months, and not ninety (90) days. Options that you do not
exercise within that three (3) month period automatically terminate.
In accordance with any Restricted Stock Unit grants that you may have,
all of your unvested RSUs will be cancelled on the Separation Date.
8. Address Changes.
If your address changes at any time between now and the end of calendar
year 2012, please email XxxxxxXxxxxxx-XxxxxxXxxxxxxxxxXxxxx@Xxxxxxx.xxx. This
notification will help ensure receipt of your W-2 in a timely manner at
year-end.
Page 5 of 15
9. Confidentiality and Other Obligations.
You expressly acknowledge and agree to the following:
9 (a). Return Company Property.
that you will promptly return to the Company on your Separation Date
all Company or Company-client property in your possession or
control, including (without limitation) building and office access
cards, credit and calling cards, laptop computers and accessories,
communication devices, correspondence, files and documents
whether in hard copy, originals or copies, on electronic media or
otherwise.
9 (b). NDA or Confidentiality Agreement.
that you will abide by the confidentiality obligations contained
in your (“NDA”) or Confidentiality Agreement, as applicable,
attached as Exhibit A, the terms of which are hereby
incorporated into this Agreement by reference, and that you
otherwise will keep all confidential information and trade secrets
of the Company confidential; and that you will abide by any and all
common law and/or statutory obligations relating to protection and
non-disclosure of the Company’s trade secrets and/or confidential
and proprietary information;
9 (c). Agreement Confidentiality.
that all information relating in any way to the negotiation of this
Agreement, including the terms and amount of financial consideration
provided for in this Agreement, shall be held confidential by you
and shall not be publicized or disclosed to any person (other than
an immediate family member, legal counsel, or financial advisor,
provided that any such individual to whom disclosure is made agrees
to be bound by these confidentiality obligations or as otherwise
mandated by state or federal law);
9 (d). Disparaging Statements.
that you will not make any statements that are professionally or
personally disparaging about, or adverse to, the interests of the
Company (including its officers, directors, employees and
consultants) including, but not limited to, any statements that
disparage any person, product, service, finances, financial
condition, capability or any other aspect of the business of the
Company, and that you will not engage in any conduct which could
reasonably be expected to harm professionally or personally the
reputation of the Company (including its officers, directors,
employees and consultants), except as required by law;
9 (e). Non-solicitation Obligations.
that you will continue to abide by the non-solicitation obligations
contained in your NDA, or Sections 5.3 and 6 of your Fair Compete
Agreement, as applicable, attached as Exhibit A, the terms
of which are hereby incorporated into this Agreement by reference;
and
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9 (f). Breach.
that a breach of this Section 9 shall constitute a material breach
of this Agreement and, in addition to any other legal or equitable
remedy available to the Company, shall entitle the Company to
recover any payments made under Sections 2(a), 2(c) and 2(d) under
Section 2 and/or not comply with Sections 2(a), 2(c) and 2(d) of
this Agreement.
10. Press Release.
Sapient agrees to work with you regarding the release of any publicity
associated with your departure from the Company.
11. References.
Sapient agrees to provide you a positive verbal reference.
12. Release of Claims.
In consideration of the promises, covenants, payments and
agreements set forth in this Agreement, and for good and valuable
consideration, the receipt and sufficiency of which is acknowledged,
you agree to waive and release your right to assert any form of legal
claim against Sapient (as defined in footnote number 1 to this
Agreement) of any kind whatsoever from the beginning of time through
and including the date you execute this Agreement. Your waiver and
release is intended to bar any form of legal claim, charge, complaint
or any other form of action (jointly referred to as “Claims”) against
Sapient seeking any form of relief including, without limitation,
equitable relief (whether declaratory, injunctive or otherwise), the
recovery of any damages or any other form of monetary recovery
whatsoever (including, without limitation, back pay, front pay,
compensatory damages, emotional distress damages, punitive
damages, attorneys’ fees and any other costs) against Sapient up
through and including the date you execute this Agreement. You
understand that there could be unknown or unanticipated Claims
resulting from your employment with and separation from Sapient and
agree that such Claims are intended to be, and are, included in this
waiver and release.
Without limiting the foregoing general waiver and release, you
specifically waive and release Sapient from any Claims arising from or
related to your employment relationship with and separation from
Sapient, including without limitation: (i) Claims under any state
(including, without limitation, Massachusetts, Georgia, Illinois,
Colorado, Texas, Kansas, California, Florida, New York or any other
state where you worked for Sapient) or federal discrimination
(including but not limited to the Age Discrimination in Employment Act
(“ADEA”) and Title VII of the Civil Rights Act of 1964), fair
employment practices or other employment-related statute, regulation or
executive order (as they may have been amended through the the date you
execute this Agreement); (ii) Claims under any other state (including,
without limitation, Massachusetts, Georgia, Illinois, Colorado, Texas,
Kansas, California, Florida, New York or any other state where you
worked for Sapient) or federal employment-related statute, regulation
or executive order (as they may have been amended through the date you
execute this Agreement) relating to wages, hours or any other terms and
conditions of employment; (iii) Claims under any state (including,
without limitation, Massachusetts, Georgia, Illinois, Colorado, Texas,
Kansas, California, Florida, New York or any other state where you
worked for Sapient) or federal common law theory; and (iv) any other
Claim arising under other state or federal law.
Page 7 of 15
Notwithstanding the foregoing, this Section 12 does not release Sapient
from any obligation expressly set forth in this Agreement, or from its
obligation to make 401(k) Plan distributions to you under the terms of
Sapient’s 401(k) Plan.
13. California Release of Claims.
If you are employed by Sapient in California, you expressly and
willingly waive and relinquish all rights and benefits afforded by
Section 1542 of the California Civil Code in connection with potential
claims arising out of or in any way connected with your employment
relationship with or separation from employment at the Company.
Section 1542 provides:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.
However, notwithstanding the provisions of Section 1542, you
specifically and expressly acknowledge that this Agreement and the
release in Section 12 above are intended to include and extinguish all
claims arising out of or in any way connected with your employment or
separation from employment at the Company and that no possible claim
against the Company would materially affect or change your complete and
voluntary acceptance of this Agreement, even if such claim were unknown
at the time of the execution of this Agreement and discovered after
that execution.
14. Reaffirmation of Release of Claims.
No later than twenty-one (21) days after the Separation Date, you shall
execute the Supplemental Release Agreement in the form attached hereto
as Exhibit B and deliver it to Xxxxx XxXxxxxx at:
xxxxxxxxx@xxxxxxx.xxx; regular mail at: 000 Xxxxxxxxx Xx
Xxxxxx, XX 00000; or via fax at: 000-000-0000. Under no circumstances
can the Supplemental Release Agreement be executed prior to the
Separation Date; however, if you execute the Supplemental Release
Agreement on or after the Separation Date, but prior to the 21-day
period, you expressly waive any rights to the balance of that period.
Once executed, the Supplemental Release Agreement shall be deemed part
of this Agreement and together with this Agreement shall be deemed to
be a single merged an integrated document.
You also acknowledge and agree that the release of claims in Sections
12 and 13 above shall be fully effective if you do not execute the
Supplemental Release Agreement , but that Sapient shall have no
obligation to provide you with any of the Severance Pay and Benefits
provided for in Sections 2(a), 2(c) and 2(d) of this Agreement not
already provided as of the Separation Date until and unless you timely
execute without revoking and properly delivering the Supplemental
Release Agreement. Under no circumstances, however, shall any failure
of you to execute and deliver the Supplemental Release Agreement or the
exercise of your revocation right as provided in the Supplemental
Release Agreement impact the validity of the releases contained in
this Agreement, which releases, to the extent provided therein, forever
any and all claims you have against Sapient, including all claims
arising from your separation from the Sapient.
Page 8 of 15
15. OWBPA.
It is Sapient’s desire and intent to make certain that you fully
understand the provisions and effects of this Agreement. To that end,
you have been encouraged and given the opportunity to consult with
legal counsel for the purpose of reviewing the terms of this Agreement,
and if you execute this Agreement prior to the 21-day period, you
expressly waive any rights to the balance of that period. Because you
are over 40 years of age, you are granted specific rights under the
Older Workers Benefit Protection Act (the “OWBPA”), which prohibits
discrimination on the basis of age. The release set forth in Sections
12 and 13 is intended to release any rights you may have against
Sapient alleging discrimination on the basis of age. You have
twenty-one (21) days after the date of this letter (to March 4, 2011)
to consider and accept the provisions of this Agreement. By executing
this Agreement, you are waiving your claims knowingly and willingly and
agreeing that changes to this Agreement, material or immaterial, do not
restart the 21-day period. Furthermore, you may rescind your assent to
this Agreement if, within seven (7) days after the date you sign this
Agreement, you deliver a written notice of rescission to Sapient. To
be effective, such notice of rescission must be postmarked, and sent by
certified mail, return receipt requested, or delivered in-hand within
the seven (7) day period to Xxxxx XxXxxxxx, NA GPC Lead, Sapient
Corporation, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000. If you do not
rescind, this Agreement will become final and binding on all parties.
Consistent with the provisions of the OWBPA and other federal
discrimination laws, nothing in this release prohibits you from
challenging the validity of this release under the federal age or other
discrimination laws (the “Federal Discrimination Laws”) or from filing
a charge or complaint of age or other employment- related
discrimination with the Equal Employment Opportunity Commission (the
“EEOC”), or from participating in any investigation or proceeding
conducted by the EEOC. Further, nothing in this Agreement limits the
Company’s right to seek immediate dismissal of such charge or complaint
on the basis that your signing of this Agreement constitutes a full
release of any individual rights under the Federal Discrimination Laws,
or the Company’s right to seek restitution of the economic benefits
provided to you under this Agreement (or other legal remedies) if you
successfully challenge the validity of this release and prevail in any
claim under the Federal Discrimination Laws.
16. Entire Agreement/Choice of Law/Enforceability/Jury Waiver.
This Agreement together with the Supplemental Release Agreement (when
executed) and its other Exhibits supersedes any and all other prior
oral and/or written agreements, and sets forth the entire agreement
between you and Sapient. No variations or modifications of this
Agreement shall be valid unless in writing and signed by both you and
either the Company’s Chief Executive Officer or its General Counsel.
This Agreement shall be deemed to have been made in the Commonwealth of
Massachusetts, shall take effect as an instrument under seal, and the
validity, interpretation and performance of this Agreement shall be
governed by, and construed in accordance with, the internal law of the
Commonwealth of Massachusetts, without giving effect to conflict of law
principles. This Agreement will be binding on Sapient, and its
successors and assigns, and you and your heirs, administrators,
representatives, executors, successors and assigns. Both parties
further agree that any action, demand, claim or counterclaim shall be
resolved by a judge alone, and both parties hereby waive and forever
renounce the right to a trial before a civil jury. The terms of this
Agreement are severable, and if for any reason any part hereof
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shall be found to be unenforceable, the remaining terms and conditions
shall be enforced in full. The failure of either party to require
performance of any term or obligation of this Agreement by the other
party, or the waiver by either party of any breach of this Agreement,
shall not prevent any subsequent enforcement of such term or obligation
or be deemed a waiver of any subsequent breach.
By executing this Agreement, you are acknowledging that you have been
afforded sufficient time to understand the provisions and effects of
this Agreement, that your agreements and obligations hereunder are made
voluntarily, knowingly and without duress, and that neither Sapient nor
its agents or representatives have made any representations
inconsistent with the provisions of this Agreement.
Nothing in this Agreement and/or the Supplemental Release Agreement
will be construed as an admission of liability by Sapient.
If you agree with the terms of this Agreement, please return a signed
copy, including all pages to Xxxxx XxXxxxxx within twenty one (21)
business days. The following methods listed in preferred order are
acceptable:
| 1. | Email (scanned) sent directly to Xxxxx XxXxxxxx at: xxxxxxxxx@xxxxxxx.xxx | ||
| 2. | Confidential Direct Fax at: 000-000-0000. | ||
| 3. | Regular Mail, to the attention of Xxxxx XxXxxxxx at: Sapient Corporation, 000 Xxxxxxxxx Xx, 0xx xxxxx, Xxxxxx, XX 00000 |
This Agreement and Supplemental Release Agreement may be executed in
any number of counterparts and those counterparts collectively will
comprise the entire Agreement.
We wish you the best of luck in all of your future endeavors.
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| Yours very truly, Sapient Corporation |
||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Xxxxx Xxxxxxxxx | ||||
| Vice President, People Success | ||||
| ACCEPTED AND AGREED TO: |
||||
| /s/ Xxxx X. Xxxxx | ||||
| Xxxx Xxxxx | ||||
Dated: March 4, 2011
To ensure we can contact you regarding subsequent separation logistics,
please provide your personal contact information.
Email:
|
||||
Phone:
|
||||
Address:
|
||||
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EXHIBIT A
Page 12 of 15
EXHIBIT B
SUPPLEMENTAL RELEASE AGREEMENT
THIS SUPPLEMENTAL RELEASE AGREEMENT (the “Supplemental Release
Agreement”) is made and entered into on ____— 2011 by and between Sapient
Corporation
(“Sapient” or the “Company” and Xxxx Xxxxx (“Employee”).
WHEREAS, on March 4, 2011, the parties entered into a letter
severance and release agreement (“Agreement”); and
WHEREAS as a condition to Employee receiving certain payments she
is entitled to under that Agreement, Employee is required to execute
and be bound by this Supplemental Releas Agreement; and
WHEREAS, this Supplemental Release Agreement is to be construed
together with the Agreement and shall be deemed to be part of the
Agreement and subject to the other terms and conditions contained in
the Agreement;
NOW THEREFORE, in consideration of the promises, covenants,
payments and
agreements set forth in the Agreement, and for good and valuable
consideration, the receipt and
sufficiency of which is hereby acknowledged, Employee covenants
and agrees as follows:
In consideration of the promises, covenants, payments and
agreements set forth in the
Agreement, and for good and valuable consideration, the receipt and
sufficiency of which is
acknowledged, Employee agrees to waive and release her right to assert
any form of legal claim
against Sapient (as defined in footnote number 1 to the Agreement) of
any kind whatsoever from
the beginning of time through and including the date you sign this
Supplemental Release
Agreement. Employee’s waiver and release is intended to bar any form
of legal claim, charge,
complaint or any other form of action (jointly referred to as “Claims”)
against Sapient seeking any
form of relief including, without limitation, equitable relief (whether
declaratory, injunctive or otherwise), the recovery of any damages or
any other form of monetary recovery whatsoever
(including, without limitation, back pay, front pay, compensatory
damages, emotional distress
damages, punitive damages, attorneys’ fees and any other costs) against
Sapient up through and
including the date she signs this Supplemental Release Agreement.
Employee understands that
there could be unknown or unanticipated Claims resulting from her
employment with and
separation from Sapient and agree that such Claims are intended to be,
and are, included in this
waiver and release.
Without limiting the foregoing general waiver and release, Employee
specifically waives and
releases Sapient from any Claims arising from or related to her
employment relationship with and
separation from Sapient, including without limitation: (i) Claims under
any state (including, without
limitation, Massachusetts, Georgia, Illinois, Colorado, Texas, Kansas,
California, Florida, New
York or any other state where she worked for Sapient) or federal
discrimination (including but not
limited to the Age Discrimination in Employment Act (“ADEA”) and Title
VII of the Civil Rights Act
of 1964), fair employment practices or other employment-related
statute, regulation or executive
Page 13 of 15
order (as they may have been amended through the date Employee executes
this Supplemental
Release); (ii) Claims under any other state (including, without
limitation, Massachusetts, Georgia,
Illinois, Colorado, Texas, Kansas, California, Florida, New York or any
other state where she
worked for Sapient) or federal employment-related statute, regulation
or executive order (as they
may have been amended through the date she executed this Supplemental
Release) relating to
wages, hours or any other terms and conditions of employment; (iii)
Claims under any state
(including, without limitation, Massachusetts, Georgia, Illinois,
Colorado, Texas, Kansas,
California, Florida, New York or any other state where Employee worked
for Sapient) or federal
common law theory; and (iv) any other Claim arising under other state
or federal law.
Notwithstanding the foregoing, this Supplemental Release Agreement does
not release Sapient from any obligation expressly set forth in the
Agreement, or from its obligation to make 401(k) Plan distributions to
you under the terms of Sapient’s 401(k) Plan
It is Sapient’s desire and intent to make certain that Employee fully
understands the provisions
and effects of the Agreement and Supplemental Release Agreement. To
that end, Employee has
been encouraged and given the opportunity to consult with legal counsel
for the purpose of
reviewing the terms of the Agreement and Supplemental Release
Agreement. Because
Employee is over 40 years of age, Employee is granted specific rights
under the Older Workers
Benefit Protection Act (the “OWBPA”), which prohibits discrimination on
the basis of age. The
release set forth in Sections 12 and 13 of the Agreement and in this
Supplemental Release
Agreement are intended to release any rights Employee may have against
Sapient alleging
discrimination on the basis of age. Employee has twenty-one (21) days
from the date of the
Separation Date to consider and accept the provisions of this
Supplemental Release Agreement
and Agreement. By executing this Supplemental Release Agreement,
Employee is waiving her
claims knowingly and willingly. Furthermore, Employee may
rescind her assent to this
Supplemental Release Agreement if, within seven (7) days after the date
Employee signs this
Supplemental Release Agreement, she delivers a written notice of
rescission to Sapient. To be
effective, such notice of rescission must be postmarked, and sent by
certified mail, return receipt
requested, or delivered in-hand within the seven (7) day period to
Xxxxx XxXxxxxx, NA GPC
Lead, Sapient Corporation, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000. If
Employee does not
timely rescind, the Agreement and the Supplemental Release Agreement
will become final and
binding on all parties upon the Effective Date.
Consistent with the provisions of the OWBPA and other federal
discrimination laws, nothing in
this Supplemental Release prohibits Employee from challenging the
validity of this Supplemental
Release Agreement under the federal age or other discrimination
laws (the “Federal Discrimination Laws”) or from filing a charge or
complaint of age or other employment- related
discrimination with the Equal Employment Opportunity Commission (the
“EEOC”), or from participating in any investigation or proceeding
conducted by the EEOC. Further, nothing in this
Supplemental Release Agreement limits the Company’s right to seek
immediate dismissal of
such charge or complaint on the basis that Employee’s signing of this
Supplemental Release
Agreement constitutes a full release of any individual rights under the
Federal Discrimination
Laws, or the Company’s right to seek restitution of the economic
benefits provided to Employee
under the Agreement (or other legal remedies) if Employee successfully
challenge the validity of
the Agreement and/or the Supplemental Release Agreement and prevails in
any claim under the
Federal Discrimination Laws.
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| /s/ Xxxx X. Xxxxx | ||||
| Xxxx Xxxxx | ||||
| March 4, 2011 | ||||
| Date | ||||
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