Exhibit 10.2
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT ("Agreement") is entered into this date by
and between Xxxxxxxxx Xxxxxxx (hereinafter referred to as "Misvaer") and
Intelligroup, Inc. ("Intelligroup") (collectively "Parties").
WHEREAS Misvaer, the General Counsel and Corporate Secretary of
Intelligroup, and Intelligroup had previously executed an employment agreement
setting forth certain rights and obligations of the Parties relating to a
potential severance of the employment relationship between Misvaer and
Intelligroup; and
WHEREAS the Parties wish to resolve all matters relating to the
employment agreement and the resignation of Misvaer in an amicable fashion; and
WHEREAS in consideration of the mutual covenants and promises contained
herein, and intending to be legally bound, the Parties mutually agree as
follows:
1. Misvaer shall, by execution of this Agreement, resign in good
standing his employment with Intelligroup effective 01 July 2005 ("Resignation
Date"), and he will be paid at his regular salary and benefits through such
date. Intelligroup agrees to reimburse Misvaer in full for all reasonable
business expenses incurred on or before the Resignation Date, in accordance with
Intelligroup's normal practices and policies for such reimbursements.
Intelligroup may issue such SEC filings or other public announcements as it
deems necessary announcing that Misvaer has resigned his employment, subject to
Misvaer's prior review and reasonable comment.
2. Intelligroup and Pontus, Inc., a company of which Misvaer is a
principal, shall enter into a separate Independent Contractor Agreement to
provide transition services to Intelligroup ("Contractor Agreement").
3. At the time of payment of Misvaer's final paycheck for the period
ending with the Resignation Date, Intelligroup will separately issue a lump sum
payment representing the amount of any accrued, unused vacation time, less
applicable state and federal payroll taxes. All unvested options as of July 1,
2005 shall be cancelled and as a result shall return to the Company's option
pool.
4. Misvaer acknowledges that it was explained upon the Resignation Date
that Misvaer is a Section 16 Reporting Officer of Intelligroup and that certain
duties in this regard may survive the resignation of his employment with
Intelligroup. Misvaer understands and is aware that he alone is responsible for
determining whether or not he is in compliance with all xxxxxxx xxxxxxx law and
regulation relating to the trading of Intelligroup stock and is advised to
consult with his personal attorney in this regard; provided that Misvaer shall
continue to comply with the Company's policies regarding xxxxxxx xxxxxxx and
compliance with securities laws during the Transition Period. If necessary and
to the extent allowed by operation of law, Intelligroup further agrees to
prepare and file all necessary reporting of such transactions on behalf of
Misvaer as may be required by the Securities and Exchange Commission ("SEC"),
including but not limited to forms 4 and 5, for any transactions involving
Intelligroup stock, provided that Misvaer provides the appropriate information
required for such filings in a timely fashion.
5. Misvaer and Intelligroup, for and in consideration of certain
benefits set forth in this Agreement, hereby irrevocably and unconditionally
release and forever discharge all claims, cause(s) of action, and suit(s),
either party had or may have against the other, known or unknown, including,
without limitation, any claims that may or have arisen out of any agreements
between Misvaer and Intelligroup, Misvaer's employment with and separation from
Intelligroup, any claims for breach of contract or claims under the New Jersey
Law Against Discrimination, New Jersey Conscientious Employee Protection Act,
Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of
1866, as amended, the Civil Rights Act of 1991, the Age Discrimination in
Employment Act of 1967, as amended, any state or federal anti-discrimination or
anti-retaliation statute and any and all other claims, known or unknown through
the date of this Agreement. The only claims excluded from the foregoing include
any claims relating to crimes, enforcement of the terms of this Agreement or as
otherwise provided in this Agreement.
6. All rights and obligations contained with the Employment Agreement,
Indemnification Agreement and Standard Employee Terms entered into between
Misvaer and Intelligroup, dated March 25, 2004, shall remain in full force and
effect to the extent any such terms and conditions expressly survive resignation
of employment including, without limitation, the indemnification provisions of
such agreement and the nonsolicitation terms, which 12 month term shall commence
upon the date of this Agreement.
7. The Parties agree that any requests for references for Misvaer will
only be directed to the VP of Human Resources of Intelligroup. Intelligroup
agrees that in response to such reference requests, favorable or neutral
references will be provided.
8. It is understood and agreed that nothing in this Agreement
constitutes an admission by either party of any type of wrongdoing or liability.
9. Misvaer represents that he will in no way disparage Intelligroup
including, without limitation, its management and its Board, or make or solicit
any comments, statements, or the like to any customers, partners, shareholders,
media or others that may be considered derogatory or detrimental to the good
name and business reputation of Intelligroup or any of the foregoing parties.
Misvaer retains the rights, so long as he is a shareholder of Intelligroup, to
exercise the same rights as any other Intelligroup shareholder. Misvaer's name
shall be removed from Intelligroup's website in all respects, except as included
in any posted SEC filings.
10. This Agreement shall also serve as formal notice of Misvaer's
resignation from the Board of Directors of Intelligroup subsidiaries or any
other officer roles for such subsidiaries which Misvaer may hold (collectively
"Roles") including, without limitation, Intelligroup Europe, Intelligroup
Nordic, and Empower, Inc. Intelligroup agrees to promptly take whatever steps
are necessary to remove Misvaer from such Roles and, in any event, will so
accomplish no later than July 31, 2005. Intelligroup will further indemnify
Misvaer relating to such events and any other related issues to the fullest
extent permitted by law, and will advance expenses to Misvaer for the purpose of
defending against any claim arising out of Misvaer's continued possession of any
such Roles, provided that Misvaer agrees to reimburse the Company for any
amounts so advanced if it is finally judicially determined that Misvaer is not
entitled to indemnification with respect to the claim or claims to which such
advances related.
11. The Parties represent and acknowledge that they have had a
reasonable amount of time to consider this Agreement, and that in executing this
Agreement rely entirely upon their own judgment, beliefs and interests and the
advice of their counsel, and they do not rely and have not relied upon any
representation or statement made by the other party, or by any agents,
representatives or attorneys of the other party, with regard to the subject
matter, basis or effect of this Agreement or otherwise, other than as
specifically stated in this Agreement. The parties specifically acknowledge that
all releases contained herein are knowing and voluntary.
12. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective heirs, executors, administrators,
predecessors, successors and assigns.
13. This Agreement is made under the laws of the State of New Jersey
and shall be governed by and construed in accordance with such laws. Exclusive
jurisdiction over any action arising under this Agreement shall be held by the
courts sitting in the State of New Jersey.
14. Should any provisions of this Agreement be held to be illegal, void
or unenforceable, such provision shall be of no force or effect. However, the
illegality or unenforceability of any such provision shall have no effect upon,
and shall not impair the enforceability of, any other provision of this
Agreement.
15. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute a
single instrument.
16. Any breach of this Agreement or a breach of the Contractor
Agreement shall operate to declare the entire Agreement null and void including,
without limitation, the releases made by the Parties herein.
IN WITNESS WHEREOF, the parties, intending to be legally bound and
representing that they have the legal authority to execute this agreement, have
signed and dated this agreement.
INTELLIGROUP, INC.
Dated: June 29, 2005 /s/ Xxxxxx Xxxxxx
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By: Xxxxxx Xxxxxx
Title: President and CEO
Dated June 29, 2005 /s/ Xxxxxxxxx Xxxxxxx
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Xxxxxxxxx Xxxxxxx
