Common use of Employee Matters Generally Clause in Contracts

Employee Matters Generally. (a) Stock options outstanding under the Intelligroup Equity-Based Plans will be adjusted so that following the Distribution the exercise price of such options shall be adjusted to take into account the Distribution and to ensure that the aggregate intrinsic value of the adjusted Intelligroup options after the record date in respect of the Distribution is equal to or less than, the aggregate intrinsic value of the related Intelligroup option prior to the record date in respect of the Distribution. (b) In partial consideration for all Services provided or to be provided (including by any member of the SeraNova Group to any member of the Intelligroup Group or by any member of the Intelligroup Group to any member of the SeraNova Group) and other consideration provided pursuant to this Agreement (including the transfers of assets and assumptions of liabilities as provided herein), SeraNova and Intelligroup shall use their best efforts to accomplish the foregoing including, but not limited to, making such grants of options and issuing such shares of Intelligroup Common Stock and SeraNova Common Stock as may be required hereunder. (c) Intelligroup options held by SeraNova employees will cease to vest beyond those options vested as of the Distribution Date. Further, such vested options will be caused to expire 90 days after the Distribution Date. (d) Retained Employees (as defined in Section 5(a)(ii) of the Services Agreement executed contemporaneously with the execution of this Distribution Agreement) to whom Intelligroup options have previously been granted will be required to forfeit such options as follows, or will be ineligible for grants of SeraNova options: (i) as of the Distribution Date, all unvested options will be forfeited immediately; and (ii) vested options as of the Distribution Date, will be forfeited if not exercised within 90 days of such date.