Amendment to Employment Agreement
Exhibit 10.1
This Amendment to Employment Agreement, effective as of August 6, 2009 by and between Sapient
Corporation (“Sapient”) and Xxxx X. Xxxxxxx (“Xxxxxxx”) (the “Amendment”) amends the letter
agreement dated July 18, 2007 by and between Sapient and Xxxxxxx (the “Employment Agreement”).
Terms not otherwise defined in this Amendment shall have the meanings set forth in the Employment
Agreement.
Each of Sapient and Xxxxxxx hereby agrees to amend the Employment Agreement as follows:
1. | Section 4(b) is revised and replaced in its entirety as follows: |
By the Company Other than for Cause. The Company also may terminate your
employment at any time other than for Cause upon notice to you. The Company’s
notice of non-renewal at the end of the initial term or any renewal term of
this Agreement shall constitute a termination by the Company other than for
Cause.
2. | The following sentence is added to the end of Section 5(e): |
Notwithstanding anything to the contrary contained in this Agreement, any
payment or benefit under this Agreement to which Section 409A applies as a
result of final Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (C) shall
be paid or provided to you only if (i) the expenses are not incurred, or the
benefits are not provided, beyond the last day of the second taxable year
following the taxable year in which your employment terminates pursuant to
Section 4; (ii) such expenses are reimbursed no later than the last day of the
third taxable year following the taxable year in which your employment
terminates pursuant to Section 4; and (iii) the right to payment or
reimbursement or in kind benefits may not be liquidated or exchanged for any
other benefit.
Except to the extent specifically amended hereby, the Employment Agreement shall remain unmodified
and is hereby confirmed as being in full force and effect. In the event of a conflict between the
terms of this Amendment and the terms of the Employment Agreement, the terms of this Amendment
shall control.
This Amendment is hereby executed and effective as of the date first above written.
Agreed:
Sapient Corporation | Xxxx X. Xxxxxxx |
By:
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Xxxxxx
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Chairman, Board of Directors | President & Chief Executive Officer |