SEPARATION AGREEMENT
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THIS SEPARATION AGREEMENT ("Agreement") is entered into this date by
and between ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Visco") and
Intelligroup, Inc. ("Intelligroup") (collectively "Parties").
WHEREAS Visco, the Chief Financial Officer 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 Visco and Intelligroup; and
WHEREAS the Parties wish to resolve all matters relating to the
employment agreement and the resignation of Visco 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. Visco shall resign in good standing his employment with Intelligroup
effective November 30, 2003 ("Resignation Date"), and he will be paid at his
regular salary and benefits through such date. Intelligroup agrees to reimburse
Visco 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. Visco and Intelligroup will agree upon a press
release announcing that Visco has resigned his employment ("Press Release"),
which shall be distributed no later than 24 hours after the execution of this
Agreement.
2. Intelligroup agrees to pay Visco as severance an amount equal to six
months of Visco's current salary (the "Severance Payment"). The Parties agree
that the aforementioned amount is $88,000. This payment shall be made
semi-monthly over the six month period immediately following the effective date
of Visco's resignation in accordance with Intelligroup's standard payroll
practices. Such Severance Payment shall not be reduced by any amounts unless
explicitly stated within this Agreement, except that Intelligroup shall withhold
applicable federal and state payroll taxes.
3. At the time of payment of Visco'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.
4. Should Visco select COBRA benefits through Intelligroup's medical
and dental health benefit plans, Intelligroup agrees to directly pay, or
reimburse Visco for, the COBRA premium payments owed by Visco for a period of
six months from the Resignation Date.
5. Intelligroup agrees to provide reasonable assistance to Visco with
regard to his exercise of available stock options, and affirms that, to the best
of its knowledge, there is no known material adverse non-public information that
would preclude Visco from being able to exercise available stock options and
sell shares of Intelligroup stock, in the open market for such stock, subsequent
to the issuance of the Press Release. Notwithstanding the foregoing, Visco
understands and is aware that he alone is responsible for determining whether or
not he is in compliance with all ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ law and regulation relating to
the trading of Intelligroup stock and is advised to consult with his personal
attorney in this regard. 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 Visco 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.
6. Visco 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 Visco and
Intelligroup (other than those discussed in Section 7), Visco'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 enforcement of the terms of
this Agreement.
7. Any and all restrictions in Article 8 of the Employment Agreement
between ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Intelligroup, dated October 1, 1999 and executed on
March 23, 2000, shall continue to be in full force and effect pursuant to its
terms. Notwithstanding the above, Intelligroup shall not unreasonably withhold
its consent to Visco's employment by any specific company, in the event Visco
makes a request to Intelligroup for such consent.
8. All rights and obligations contained with the Indemnification
Agreement entered into between Visco and Intelligroup, dated September 29, 1999,
shall remain in full force and effect. In particular, consistent with the terms
of the Indemnification Agreement, Intelligroup agrees to continue indemnify
Visco with regard to any act or omission committed by Visco up to and including
the Resignation Date that would be covered by the Indemnification Agreement
notwithstanding the fact that he is no longer employed by Intelligroup and/or
that the claim may be made after the Resignation Date. To the extent called upon
by Intelligroup, Visco agrees at Intelligroup's expense to reasonably assist and
support Intelligroup with any future claims, court proceedings, litigation or
other similar matters in which Visco has material knowledge, but should such
assistance or support require a significant commitment of time the Parties agree
that Visco shall receive reasonable compensation for such time.
9. The Parties agree that any requests for references for Visco 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.
10. It is understood and agreed that nothing in this Agreement
constitutes an admission by either party of any type of wrongdoing or liability.
11. Visco 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.
Visco retains the rights, so long as he is a shareholder of Intelligroup, to
exercise the same rights as any other Intelligroup shareholder.
12. Visco shall, at Intelligroup's reasonable request and at
Intelligroup's expense, make himself available to reasonably consult with
Intelligroup on matters of which he has material knowledge for no less than
sixty (60) days following the execution of this Agreement.
13. The parties agree that the representation letters to Deloitte &
Touche signed by Visco and other Corporate Officers on or about November 12,
2003 shall be incorporated herein by reference and that the parties rely upon
the veracity of such representations in entering into this Agreement.
14. 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.
15. 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.
16. 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.
17. Should any provisions of this Agreement be held to be illegal, void
or unenforceable, such provision shall be of no force and 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.
18. 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.
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: 11/24/03 /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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By:
Title:
Dated: 11/24/03 /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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