Job Offer Letter
April 22, 1998
Xxxxxx Xxxxxx
Dear Xxx:
I am pleased to offer you of the position of Chief Financial Officer of
Intelligroup, Inc., subject to the Offer Contingency below. This Offer contains
the provisions of the Employment Agreement that was referenced in our offer to
you of April 9,1998
Offer Contingency:
This offer, including this letter, is contingent on your having no conflicting
obligations that would prevent you from working for Intelligroup (please see
Paragraph 1.3 of the enclosed Employment Agreement).
Compensation: Your remuneration will be equivalent to a cash compensation of
$252,700, consisting of a Base compensation at the annual rate of US $190,000
gross per year, a non-recoverable draw of $18,000, and eligibility for an
initial annual CFO executive bonus of $62,700 (less the $18,000 draw). The
formula for your CFO executive bonus would be as follows:
[33% of the Base Compensation] times [Intelligroup revenue attainment divided by
the Intelligroup Board revenue target] times [Intelligroup Net Income divided by
Intelligroup Board Net Income target to a maximum of ratio of 1.5] less [that
part of the $18,000 draw paid at the time of the calculation]. As an
illustration: 190,000 x .33 = 62,700 x 1.085 [130,000,000/119,885,283] x 1.045
[8,500,000/8,134,758 = $71,091 - (x/12 x $18,000)
In addition, this offer includes the following:
Current Benefits: Term Life Insurance for you in the amount of $100,000.
Dental and Health Insurance through a group medical plan, currently Pro-Net will
be provided by Intelligroup, Inc. for you (and your family if desired) for a
relatively small monthly employee contribution, currently $50.00.
Vacation: You are allowed 15 days per year to be used as sick or vacation days.
401(k): Eligibility for participation in Company 401(k) Employee Retirement Plan
in accordance with Company guidelines.
The Board has indicated that it will approve a grant of 100,000 options, subject
to the provisions of the 1996 Plan, at the fair market value price at the time
of actual start of employment.
Severance compensation for termination at the will of the Company or a
successor, initially equivalent to twelve months Base compensation, but
decreasing by one month for each month of employment until the end of six months
of employment, at which time the severance compensation will remain equivalent
of six months of Annual Base Compensation.
This offer supersedes all earlier job offers made to you and will be solely
governed by the provisions of the enclosed Employment Agreement. Nothing in any
past, present or future Company's employee policy guidelines or handbooks that
may be distributed either to you or to the Company's employees, in general,
shall be construed to be part of this offer.
Sincerely,
----------------
Xxxxx Xxxxxx
President - Corporate Services
I have read the provisions of the Employment Agreement and I accept the above
offer.
-----------------
Xxxxxx Xxxxxx
EMPLOYMENT AGREEMENT
Between:
INTELLIGROUP, INC.
and
Xxxxxx Xxxxxx
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT DESCRIBES THE BASIC LEGAL
AND ETHICAL RESPONSIBILITIES THAT YOU ARE REQUIRED TO OBSERVE AS AN EMPLOYEE
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.
EMPLOYMENT AGREEMENT
This Employment Agreement is effective on April 22, 1998 between
Intelligroup, Inc., a New Jersey Corporation with offices at 000 Xxxxxxx 0
Xxxxx, Xxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 (the "Company"); and Xxxxxx Xxxxxx
(the "Employee").
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 Employee 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
Employee and the Employee's specialized knowledge and unique capabilities with
respect to the business of the Company.
D. The Company and the Employee wish to set forth in writing the terms
and conditions of the employment of the Employee.
NOW, THEREFORE, the parties agree as follows:
ARTICLES OF AGREEMENT
ARTICLE 1. EMPLOYMENT
1.1 The Company agrees to employ the Employee as Chief Financial
Officer and the Employee accepts such employment by the Company on the terms and
conditions set forth in this Agreement. The Employee agrees to serve the Company
faithfully in this capacity, the duties and responsibilities of which may change
from time to time. The Employee understands that the location at which such
duties are to be rendered is subject to change at the discretion of Company
management.
1.2 The Employee agrees to devote the Employee's entire energy and full
and undivided time and attention during the expected working hours of the
Employee exclusively to the business of the Company unless the Company otherwise
consents in its sole discretion as evidenced by a writing signed by a Company
Executive Officer. The Employee under no circumstances may work for a competitor
of the Company or have any financial interest in any competitor of the Company;
provided, however, that this Agreement does not prohibit investment of a
reasonable part of the Employee's assets in the stock or securities of any
competitor whose stock or securities are traded on a national exchange, provided
that this investment does not result in his collectively owning beneficially at
any one time one percent (1%) or more of the equity of any company engaging in
activities that are in competition with the Company or its affiliates.
1.3 The Employee agrees and represents to the Company that the Employee
is not subject to any existing contract which would affect or impede the
Employee'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 Employee's acceptance of the terms of this Agreement. The
Employee 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 Employee 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.
1.4 The Employee hereby acknowledges that he/she 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
Employee represents and warrants that he/she has no criminal felony convictions
involving drugs, theft or violent behavior within the past five (5) years.
Furthermore, the Employee expressly authorizes the Company or its agents to
conduct criminal background check to verify his/her above-stated
representations.
ARTICLE 2. COMPENSATION
The Employee's initial compensation is specified in the Job Offer
Letter attached to this Agreement. Unless otherwise agreed, the Employee's Base
Compensation is payable in accordance with the customary payroll practices of
the Company.
ARTICLE 3. FRINGE BENEFITS
The Employee has the right to participate in such fringe benefit plan
of any nature (including medical, dental and term life insurance, pension plans,
profit-sharing plans or other as specified in the Job Offer Letter) as the Board
of Directors shall determine from time to time is available for the same level
of employees. The Company reserves the right to amend or reduce its benefit
plans or programs in its discretion.
ARTICLE 4. VACATIONS
The Employee is entitled to such paid vacation as specified in the Job
Offer Letter.
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ARTICLE 5. REIMBURSEMENT OF EXPENSES
The Company recognizes the Employee may make certain expenditures for
travel, entertainment and other business related expenses necessary to carry out
the Employee's duties under this Agreement. If consistent with the budget plan
and the Company's approved practices relating to the budget, the Company agrees
to reimburse the Employee promptly for all such expenses upon presentation of
proper evidence of payment.
ARTICLE 6. TERM
6.1 The term of this Agreement is at will. The actual start date is
approximately mid-May 1998 and will be confirmed in a writing signed by the
parties contemporaneously with or subsequent to the actual commencement.
Nothing in this Agreement shall be construed to prevent or constrain
the discretion of the Company's Board of Directors from removing the Employee as
an officer of the Company for any reason or no reason,
Should the Company (or any successor in the event there is a change in
control of the Company) terminate this Agreement without cause as set forth in
paragraph 6.4, in addition to reimbursement for any expenses already incurred
and owing in accordance with Article 5, the Company shall pay to the Employee,
as the Employee's sole remedy for such termination, the severance set forth in
the Job Offer Letter attached to this Agreement:
Cause for Termination shall include but is not limited to the following
conduct of the Employee:
Material breach of any provision of this Employment Agreement, provided
the Employee is given notice and opportunity to cure such breach if the breach
is of a nature amenable to cure within a reasonable time without prejudice to
the Company's interests.
Misconduct as an employee of the Company, including but not limited to
misappropriation of funds or any property of the Company, any attempt to obtain
any personal profit from any transaction in which the Employee has an interest
that is adverse to the Company or any breach of the duty of loyalty and fidelity
to the Company, or any act or omission that substantially impairs the Company's
ability to conduct its ordinary business in its usual manner.
Unreasonable neglect or any refusal to perform the duties assigned to
the Employee under or pursuant to this Employment Agreement.
The failure of the Employee to meet his performance goals for at least
two quarters, which goals were set forth in a writing by Management in the
normal course of business in light of the Company business plans and the Company
Budget approved by the Board, or if there is no specific writing setting forth
such goals, then based upon the budget that includes revenue and profitability
targets for the Company function that the Employee manages.
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Conviction of a felony or any serious crime.
Any other Employee act or omission which subjects the Company or any or
its affiliates to public disrespect, scandal, or ridicule or causes the Company
to be in violation of governmental regulations that subject the Company either
to sanctions by governmental authority or to civil liability to its employees or
third parties.
To the extent permissible under applicable law, the inability of the
Employee to perform his functions, other than due to a short-term disability due
to physical health problems lasting more than 90 calendar days.
Resignation of the Employee unless with the consent of the Company in a
writing that references the continued applicability of the payment provisions of
paragraph 6.3.1 of this Agreement.
The death of the Employee.
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, "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 and addresses of
Intelligroup employees, 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 Employee.
7.2 The Proprietary Information is confidential, important, and unique
to the Company's business. The Company and the Employee acknowledge the
Proprietary Information represents trade secrets of the Company.
7.3 For the Company to protect the Proprietary Information properly,
the Employee recognizes it is essential that confidentiality be maintained by
the Employee and that certain restrictions be imposed upon the Employee during
the course of employment and continuing.
7.4 The Employee agrees to keep all Proprietary Information
confidential. The Employee 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
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than a Company purpose during the term of employment and at all times following
the termination of this Agreement for any reason whatsoever.
7.5 The Company has acquired, and during the Term the Employee will
acquire much similar 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 Employee 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 Employee 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 Employee 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
8.1 The Employee, recognizing the high level of trust and authority and
the unique access to Company Proprietary Information to which he is being
afforded by the Company, in exchange covenants and agrees that he will not
during the term of employment and for a period of two years thereafter, on
behalf of himself or on behalf of any other person or business entity or
enterprise directly or indirectly as an employee, proprietor, stockholder,
partner, consultant or otherwise, engage in any business or activity competitive
with the business activities or the Company or its affiliates as they now are or
hereafter undertaken by the Company.
8.2 The Employee further covenants and agrees that during the term of
employment and for a period of two years following the termination of employment
for any reason or no reason, the Employee shall not directly or indirectly do
any of the following without the consent of a Company executive, ratified by the
Board of Directors:
8.2.1 Solicit or accept any business similar to that provided by the
Company from a person, firm or corporation that is a customer of the Company
during the time the Employee is employed by the Company; and
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8.2.2 Solicit or accept any business similar to that provided by the
Company from any person, firm or corporation that is a prospective customer of
the Company (based on Company prospect reports) during the term of employment.
8.2.3 Solicit, persuade, induce, entice or attempt to entice, directly
or indirectly or in aid of a third party, any employee or individual contractor
of the Company to terminate his or her employment or contractual relationship
with the Company.
8.2.4 Solicit, persuade, induce, entice or attempt to entice, directly
or indirectly or in aid of a third party, 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 Employee's termination but may not be actual customers at the time of
termination.
8.3 The restrictions of this Article 8 shall survive the termination of
this Agreement.
ARTICLE 9. REMEDIES OF COMPANY
9.1 The Employee acknowledges the restrictions imposed by this
Agreement are reasonable and are necessary to protect the legitimate business
interests of the Company.
9.2 If the Employee breaches or threatens to breach any of the
restrictions imposed by this Agreement, the Employee agrees the Company would
suffer irreparable harm for which money would be an inadequate remedy.
Accordingly, the Employee 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 Employee
court costs and reasonable attorneys fees incurred by the Company in protection
of its interests hereunder.
ARTICLE 10. BINDING EFFECT
This Agreement is not assignable by the Employee; nor may the
obligations of the Employee be delegated to any person or other entity. The
Company may assign this Agreement without the consent of the Employee to a
subsidiary of the Company, to an entity which is acquired by the Company, to an
entity that acquires the Company, or to an entity with which the Company merges.
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ARTICLE 11. INVENTIONS, TRADEMARKS,
PATENTS AND OTHER WORK PRODUCTS
11.1 Unless otherwise authorized in writing by the Company and to the
extent the Employee 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 Employee 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 Employee hereby acknowledges that the Employee 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 Employee 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 Employee 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, Employee 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. AMENDMENTS AND NON-WAIVER
This Agreement, including this Article 12, may only be changed or
amended by a written agreement signed by a Company Executive Officer and the
Employee. A waiver by the Company of a breach of any provision of this Agreement
by the Employee is not to be construed as a waiver of any other current or
subsequent breach.
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ARTICLE 13. ENTIRE AGREEMENT
This Agreement, together with the initial compensation, fringe
benefits, and vacation time set forth in the Job Offer letter to which this
Agreement is attached, 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.
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, or (3) delivered by
an overnight or other express delivery service carrier, or (4) sent through the
interoffice delivery service of Employer, if the Employee 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.
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IN WITNESS WHEREOF, the parties have signed this Agreement.
INTELLIGROUP, INC.
By:/s/ Xxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
President - Corporate Services
By:/s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx
