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EXHIBIT 10.8
EMPLOYMENT AGREEMENT
BETWEEN:
SERANOVA, INC.
A wholly owned Subsidiary of Intelligroup, Inc.
AND
XXXXX XXXX
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT DESCRIBES THE BASIC LEGAL
AND ETHICAL RESPONSIBILITIES THAT YOU ARE REQUIRED TO OBSERVE AS AN EXECUTIVE
EXPOSED TO HIGHLY SENSITIVE TECHNOLOGY AND STRATEGIC INFORMATION IN PERFORMING
YOUR DUTIES. THE COMPANY BELIEVES THAT THIS AGREEMENT STRIKES A FAIR BALANCE
BETWEEN ITS INTERESTS AND YOUR NEEDS AND EXPECTATIONS.
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EMPLOYMENT AGREEMENT
This Employment Agreement is dated January 1, 2000 between SERANOVA, INC.,
("Subsidiary") a wholly owned subsidiary of INTELLIGROUP, INC.,
("Intelligroup"), a New Jersey Corporation with offices at 000 Xxxxxxxx Xxxxxx,
00xx Xxxxx, Xxxxxx, XX 00000 and Xxxxx Xxxx (The "Executive"). As used herein,
"Company" shall mean the Intelligroup and all of it subsidiaries based in the U.
S. including SERANOVA, Inc.
STATEMENTS
A. The Company is engaged in the business of the development and/or
implementation of computer software and other technology products for
its customers.
B. The Executive has education and experience which would be useful to the
Company in its business.
C. It is in the Company's best interest to secure the services of the
Executive and the Executive's specialized knowledge and unique
capabilities with respect to the business of the Company.
D. The Company and the Executive wish to set forth in writing the terms
and conditions of the employment of the Executive.
E. This agreement will supersede any previous employment agreement and job
offer letters executed between the Executive and the Company.
NOW, THEREFORE, the parties agree as follows:
ARTICLES OF AGREEMENT
ARTICLE 1. EMPLOYMENT
1.1 The Executive, who is currently employed by the Company as the Senior
Vice President, Global Delivery will assume responsibility as the
Chief Operating Officer of Seranova, Inc.. The Executive will report
directly to the Chairman of the Subsidiary. The Executive understands
that this position is that of a corporate officer. The Executive
agrees to serve the Company faithfully in this capacity, the duties
and responsibilities of which may change from time to time.
1.2 The Executive agrees to devote his best efforts, energies and skill to
the discharge of his duties as Vice-President, and to this end he will
devote his full time and attention (except for sick leave, vacations,
and approved leaves of absences) exclusively to the business and
affairs of the Company. During the Term of Employment, the Executive
under no circumstances may work for a competitor of the Company.
1.3 The Executive agrees and represents to the Company that the Executive
is not subject to any existing contract which would affect or impede
the Executive's ability to perform in accordance with the terms of this
Agreement, including, by way of example, any restrictive covenants of
past employers that would prohibit the Executive's acceptance of the
terms of this Agreement. The Executive agrees not to disclose to the
Company any confidential information or trade secrets of others for
which he may be under an obligation to a third party not to disclose.
The Executive also agrees not to breach any on-going fiduciary duty
still owed to a previous employer nor to appropriate any trade secrets
obtained while in the employ of such previous employer.
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1.4 The Executive hereby acknowledges that he is in a position of trust in
performing services for the Company and its clients, including but not
limited to obtaining access to confidential and trade secret
information. The Executive represents and warrants that he has no
criminal felony convictions involving drugs, theft or violent behavior
within the past five (5) years. Furthermore, the Executive expressly
authorizes the Company or its agents to conduct criminal background
check to verify his/her above-stated representations.
ARTICLE 2. COMPENSATION
2.1 Salary. The Company shall compensate the Employee with a base salary
(the "Salary") of $250,000 which shall be payable in equal bi-monthly
installments or at such normal pay periods. The Salary will be reviewed
annually by the Board of Directors of SERANOVA ("Board"), or the
Compensation Committee of the Board.
2.2 Bonuses. In addition to the Salary, for each year during the Term of
Employment (defined in Article 6.1) the Employee shall be eligible to
receive a bonus awarded by the Board or the Compensation Committee of
the Board and which is intended to be based on performance targets to
be agreed by the employee and the Board or Compensation Committee.
ARTICLE 3. FRINGE BENEFITS
The Executive shall be entitled to participate in all pension, profit sharing,
401(k), deferred compensation, health, dental, accident, life insurance,
disability and other benefit plans and policies as are from time to time
available to executives of the Company or the Subsidiary.
ARTICLE 4. PAID TIME OFF
During each 12 months of employment, the Executive shall be entitled to paid
vacations for an aggregate of 20 working days. The Company, or the Subsidiary
shall not pay the Executive any additional compensation for any vacation time
not used by the Executive.
ARTICLE 5. REIMBURSEMENT OF EXPENSES
The Company shall promptly reimburse Executive for reasonable business expenses
incurred in performing Executive's duties and promoting the business of the
Company, including, but not limited to, reasonable entertainment expenses and
travel and lodging expenses, following presentation of proper documentation. In
the event the Subsidiary decides to relocate the its headquarters outside the
New York metropolitan area, and therefore requiring the Executive to relocate,
the Subsidiary shall pay reasonable relocation expenses to the Executive.
ARTICLE 6. TERM
6.1 Term of Employment. This agreement shall be deemed to have commenced on
January 1, 2000. This Agreement may be terminated at any time by mutual
agreement of the Executive and the Subsidiary.
6.2 Termination Without Cause or By Executive With Good Reason.
6.2.1 Either party may terminate this Agreement without "Cause" (as
defined below) upon thirty (30) days written notice of the
effective date of such termination. Upon such termination, the
Company shall be released from any and all further obligations
under this Agreement, except that the Company, or the
Subsidiary shall be obligated to pay Executive his salary and
benefits owing to Executive through the effective date of
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termination; and if it has not previously been paid to
Executive, any variable incentive compensation or bonus
compensation to which Executive had become entitled prior to
the effective date of such termination. Executive shall also
be entitled to any reimbursement owed him in accordance with
Article 5. Executive's obligations under Paragraphs 7 and 8 of
this Agreement shall survive the termination of Executive's
employment, and shall continue pursuant to the terms and
conditions of this Agreement.
6.2.2 If the Company, or the Subsidiary terminates this Agreement
without Cause as is provided for in subparagraph 6.2.1. above,
or if Executive terminates this Agreement for "Good Reason"
(as defined below), Executive shall be entitled to 6 MONTHS
SALARY, payable within thirty (30) days after the effective
date of termination. The Executive shall only be entitled to
payment and benefits provided for in this subparagraph 6.2.2.
if, and only if, Executive signs a valid general release of
all claims against the Company in a form provided by the
Company.
6.2.3 For purposes of this Agreement, "Good Reason" shall mean,
without the express written consent of Executive, the
occurrence of any of the following events unless such events
are fully corrected within 30 days following written
notification by Executive to the Company that he intends to
terminate his employment hereunder for one of the reasons set
forth below:
(i) a material breach by the Company of any material
provision of this Agreement;
(ii) the assignment to Executive of any significant duties
inconsistent with Executive's position in the Company
or a material adverse alteration in the nature or
status of Executive's responsibilities;
6.3 Termination by Employer for Cause, Death or Disability.
6.3.1 This Agreement may be terminated by the Company, or the
Subsidiary for "Cause" or because of the "Disability" of the
Executive (as defined below), or it may be terminated by the
death of the Executive. Upon such termination, the Company and
the Subsidiary shall be released from any and all further
obligations under this Agreement, except that the Company
shall be obligated to pay Executive his salary and benefits
owing to Executive through the effective date of such
termination; and if it has not previously been paid to
Executive, any variable incentive compensation or bonus to
which Executive had become entitled prior to the effective
date of such termination. Executive shall also be entitled to
any reimbursement owed him in accordance with Article 5.
Executive's obligations under Paragraphs 7 and 8 of this
Agreement shall survive the termination of Executive's
employment, and shall continue pursuant to the terms and
conditions of this Agreement.
6.3.2 Cause for Termination shall include but is not limited to the
following conduct of the Executive:
(i) Material breach of any provision of this Employment
Agreement by the Executive, provided the Executive is
given reasonable notice and a reasonable opportunity
to cure such breach if the breach is of a nature
amenable to cure within a reasonable time without
prejudice to interests of the Company.
(ii) Misconduct as an Executive of the Subsidiary,
including but not limited to: misappropriating funds
or property of the Company; any attempt to obtain any
personal profit from any transaction in which the
Executive has an interest that
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is adverse to the Company or any breach of the duty
of loyalty and fidelity to the Company; or any other
act or omission of the Executive which materially
damages the business of the Company.
(iii) Unreasonable neglect or any refusal to perform the
duties appropriately assigned to the Executive under
or pursuant to this Employment Agreement.
(iv) Conviction of a felony or plea of guilty or no lo
contendre to a felony; and
(v) Acts of dishonesty or moral turpitude by the
Executive that are materially detrimental to the
Company, or any other act or omission that causes the
Company to be in violation of governmental
regulations that subjects the Company either to
sanctions by governmental authority or to civil
liability to its Executives or third parties.
6.3.3 Death. The period of active employment of the Executive
hereunder shall terminate automatically in the event of his
death.
6.3.4 Disability. In the event that the Executive shall be unable to
perform duties hereunder for a period of ninety (90)
consecutive calendar days by reason of disability as a result
of illness, accident or other physical or mental incapacity or
disability, the Company may, in its discretion, by giving
written notice to the Executive, terminate the Executive's
employment hereunder as long as the Executive is still
disabled on the effective date of such termination.
ARTICLE 7. CONFIDENTIALITY
7.1 The Company has acquired and developed, and will continue to acquire
and develop, without limitation, technical information (including
functional and technical specifications, designs, drawings, analysis,
research, processes, systems and procedures, computer programs,
methods, ideas, "Company know how" and the like), business information
(sales and marketing research, materials, plans, accounting and
financial information, credit information on customers, lists
containing the names, addresses and business habits of customers, sales
reports, price lists, personnel records including names, addresses and
salaries of Intelligroup Executives, contractors, and subcontractors
and the like) whether or not designated as confidential and other
information designated as confidential expressly or by the
circumstances in which it is provided (all of the foregoing is referred
to as the "Proprietary Information"). This excludes common and generic
information as set forth by federal and state law or generally known in
the industry through no fault of the Executive.
7.2 The Proprietary Information is confidential, important, and unique to
business of the Company. The Company and the Executive acknowledge the
Proprietary Information represents trade secrets of the Company.
7.3 For the Company to protect the Proprietary Information properly, the
Executive recognizes it is essential that confidentiality be maintained
by the Executive and that certain restrictions be imposed upon the
Executive during the course of employment and continuing thereafter.
7.4 The Executive agrees to keep all Proprietary Information confidential.
The Executive agrees to refrain from communicating or divulging any of
the Proprietary Information to any person, firm or corporation or to
use the proprietary information for any purpose other than a Company
purpose during the term of employment and at all times following the
termination of this Agreement for any reason whatsoever.
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7.5 The Company has acquired and developed, and will continue to acquire
and develop, Proprietary Information, and during the Term of Employment
the Executive will acquire Proprietary Information about the business
of the Company's customers or other parties (such as a licensor or
contractor) with whom the Company does business under circumstances
requiring confidentiality. The Executive agrees to treat the
information acquired about the Company's customers and licensors at
least in the same manner and under the same restrictions of this
Article 7 or in a manner contractually required by any such customer or
third party to provide greater security to such customer or third
party.
7.6 Notwithstanding the foregoing restrictions, the Executive may disclose
any information to the extent required by an order of any U.S. federal
or state court or other federal or state governmental authority, but
only after the Company or its clients or contractors, as the case may
be, have been so notified and have had the opportunity, if possible, to
obtain reasonable protection for such information in connection with
such disclosure.
7.7 Upon the request of the Company or upon the termination of this
Agreement, the Executive will cause to remain with the Company all
memoranda, notes, records, drawings, manuals, disks, or other documents
and media pertaining to the Company's business, including all copies of
such.
7.8 The provisions of this Article 7 shall survive the Termination of this
Agreement.
ARTICLE 8. RESTRICTIVE COVENANT; NONINTERFERENCE WITH CUSTOMER AND COMPANY
PERSONNEL RELATIONS
The Executive covenants and agrees that during the term of employment and for a
period of one year following the termination of employment for any reason
whatsoever or no reason, the Executive shall not directly or indirectly do any
of the following without the written consent of a Company executive:
8.1 Solicit or accept any similar business from a person, firm or
corporation that is a customer of the Company with whom the Executive
had any substantive business dealings on the Company's behalf during
the time the Executive is employed by the Company; and
8.2 Solicit or accept any similar business similar to that provided by the
Company from any person, firm or corporation that is an active
(significant progress made toward closing business) prospective
customer of the Company with whom the Executive had any substantive
business dealings on the Company's behalf during the term of
employment.
8.3 Solicit, persuade, induce, entice or attempt to entice, cause or
attempt to cause, any Executive or individual contractor of the Company
to terminate his or her employment or contractual relationship with the
Company.
8.4 Solicit, persuade, induce, entice or attempt to entice, cause or
attempt to cause, any customer of the Company to terminate its business
relationship with the Company. For the purpose of this paragraph, such
customer shall include as well firms, companies or other business
entities that have been customers of the Company within the 12 months
preceding Executive's termination but may not be actual customers at
the time of termination.
8.5 The restrictions of this Article 8 shall survive the termination of
this Agreement.
ARTICLE 9. REMEDIES OF COMPANY
9.1 The Executive acknowledges the restrictions imposed by this Agreement
are reasonable and are necessary to protect the legitimate business
interests of the Company.
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9.2 If the Executive breaches or threatens to breach any of the
restrictions imposed by this Agreement, the Executive agrees the
Company would suffer irreparable harm for which money would be an
inadequate remedy. Accordingly, the Executive agrees that the Company
has the right to obtain injunctive or other equitable relief in
addition to any other available remedies and the Company shall have the
additional right to recover from the Executive court costs and
reasonable attorneys fees incurred by the Company in protection of its
interests hereunder.
ARTICLE 10. BINDING EFFECT
This Agreement is binding upon, inures to the benefit of and is enforceable by
the heirs, personal representatives, successors and permitted assigns of the
parties. This Agreement is not assignable by the Executive. Nor may the
obligations of the Executive be delegated to any person or other entity. The
Company may assign this Agreement without the consent of the Executive to a
subsidiary of the Company, to an entity that acquires the Company, to an entity
with which the Company merges or to an entity which is acquired by the Company.
ARTICLE 11. INVENTIONS, TRADEMARKS, PATENTS AND OTHER WORK PRODUCTS
11.1 Unless otherwise authorized in writing by the Company and to the extent
the Executive generates works of authorship, copyrights, inventions,
trademarks, trade dress or other such work products dealing with the
nature of the Company's business (collectively the "Works") during the
terms of employment by the Company, or uses the premises, facilities or
time of the Company to create or fix the Works, the Executive shall and
hereby does convey, assign and transfer ownership to the Company of all
right, title and interest in and to all the Works throughout the world,
including but not limited to any and all copyright, patent, trademark
and trade dress rights. Whenever permitted by law, the Company shall
have the exclusive right to obtain copyright, patent and/or trademark
registration or other protection in the Works in its own name as
inventor, author and owner and to secure any renewals and extensions of
such rights throughout the world.
11.2 The Executive hereby acknowledges that the Executive retains no rights
whatsoever with respect to the Works, including but not limited to any
rights to reproduce the Works, prepare derivative works based thereon,
file copyright or trademark applications for the Works, distribute
copies of the Works in any manner whatsoever, exhibit, use or display
the Works publicly or otherwise, or license or assign to any third
party the right to do any of the foregoing, except as otherwise
authorized in writing by the Company.
11.3 The Executive agrees to execute any documents as may be reasonably
required by the Company to effect the Company's ownership rights as
provided herein or to otherwise further the purpose of this Agreement.
11.4 The Company shall be entitled to a shop right with respect to any of
the Works created by the Executive that is not assignable to the
Company under the terms of this Agreement. In the event of termination,
expiration or invalidation of this Agreement by statutory construction,
judicial interpretation or other means, Executive agrees that the
Company has absolute rights of first refusal to acquire any remaining
portion or extension of the copyright term in the Works.
ARTICLE 12. NO OFFSET
The amount of any payment or benefit provided for in this Agreement, including
welfare benefits, shall not be reduced by any compensation or benefits earned by
or provided to Executive as the result of employment by another employer after
termination of Executive's employment with the Company.
ARTICLE 13. TAXES
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All payments to be made to Executive under this Agreement will be subject to any
applicable withholding of federal, state and local income and employment taxes.
ARTICLE 14. NOTICES
All notices under this Agreement shall be made in writing and shall be deemed
given when (1) delivered in person, (2) deposited in the U.S. mail, first class,
with proper postage prepaid and properly addressed to the address first set
forth above, unless changed by notice in writing signed by the addressee, or (3)
deposited in the U.S. mail, first class, with proper postage prepaid and
properly addressed to the address first set forth above, unless changed by
notice in writing signed by the addressee, by certified mail, return receipt
requested, or (4) delivered by an overnight or other express delivery service
carrier, or (5) sent through the interoffice delivery service of Employer, if
the Executive is still employed by the Company at the time.
ARTICLE 15. GOVERNING LAW AND JURISDICTION
This Agreement is governed by and is to be construed and enforced in accordance
with the laws of New Jersey as though made and to be fully performed in New
Jersey (without regard to the conflicts of law rules of New Jersey). All
disputes arising under this Agreement are to be resolved in the courts of the
State of New Jersey. If any party desires to commence an action to enforce any
provision of this Agreement, such action must be instituted in the appropriate
New Jersey court. The parties consent to the jurisdiction of the New Jersey
courts. The parties agree that the courts of the State of New Jersey are to have
exclusive jurisdiction over this Agreement. The parties agree that service of
any process is effective if served in the manner that a Notice may be served
pursuant to this Agreement.
ARTICLE 16. SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement does not
in any manner affect any other provision. If any provision is determined to be
invalid or unenforceable, this Agreement is to be construed as if the invalid or
unenforceable provision was omitted.
ARTICLE 17. POST-EMPLOYMENT OBLIGATION
17.1 Company Property. All records, files, lists, including computer
generated lists, drawings, documents, equipment and similar items
relating to the Company's business that the Executive shall prepare or
receive from the Company shall remain the Company's sole and exclusive
property. Upon termination of this Agreement, Executive shall promptly
return to the Company all property of the Company in his possession.
Executive further represents that he will not copy or cause to be
copied, print out, or cause to be printed out any software, documents
or other materials originating with or belonging to the Company.
Executive additionally represents that, upon termination of his
employment with the Company, he will not retain in his possession any
such software, documents or other materials.
17.2 Cooperation. Executive agrees that both during and after his employment
he shall, at the request of the Company, render all assistance and
perform all lawful acts that the Company considers necessary or
advisable in connection with any litigation involving the Company or
any director, officer, employee, shareholder, agent, representative,
consultant, client, or vendor of the Company.
ARTICLE 18. MISCELLANEOUS
This Agreement shall also be subject to the following miscellaneous
considerations:
18.1 Executive and the Company each represent and warrant to the other that
he or it has the authorization, power and right to deliver, execute,
and fully perform his or its obligations under this Agreement in
accordance with its terms.
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18.2 Any rights of Executive hereunder shall be in addition to any rights
Executive may otherwise have under benefit plans, agreements, or
arrangements of the Company to which he is a party or in which he is a
participant, including, but not limited to, any Company-sponsored
employee benefits plans and profit sharing. Provisions of this
Agreement shall not in any way abrogate Executive's rights under such
other plans, agreements or arrangements.
ARTICLE 19. AMENDMENTS AND NON-WAIVER
This Agreement, including this Article 19, may only be changed or amended by a
written agreement signed by a Company Corporate Officer and the Executive. A
waiver by the Company of a breach of any provision of this Agreement by the
Executive is not to be construed as a waiver of any other current or subsequent
breach.
ARTICLE 20. ENTIRE AGREEMENT
20.1 This Agreement, contains the entire understanding of the parties with
respect to the matters set forth herein. Each party acknowledges that
there are no warranties, representations, promises, covenants or
understandings of any kind except those that are expressly set forth in
this Agreement. This Agreement supersedes any previous agreements
between the parties.
20.2 Executive represents and agrees that he fully understands his right to
discuss all aspects of this Agreement with his private attorney, that
to the extent he desired, he availed himself of this right, that he has
carefully read and fully understands all of the provisions of the
Agreement, that he is competent to execute this Agreement, that his
decision to execute this Agreement has not been obtained by any duress
and that he freely and voluntarily enters into this Agreement, and that
he has read this document in its entirety and fully understands the
meaning, intent, and consequences of this Agreement.
IN WITNESS WHEREOF, the parties have signed this Agreement.
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
Chief Executive Officer
SERANOVA, Inc.
Dated:
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
Chief Operating Officer
[ ]
Dated: 01/20/2000
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