SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
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AND
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FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE PAY AGREEMENT
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This Second Amendment to Employment Agreement and First Amendment to
Change in Control Severance Pay Agreement (this "Amendment"), is dated this
...........day of ..........., 2000, between Intelligroup, Inc., a New Jersey
corporation (the "Company") and Xxxxxxx Xxxxxxxx (the "Executive").
STATEMENTS
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A. The Company and Executive are parties to that certain Employment
Agreement dated as of November 18, 1998 (the "Employment Agreement"), which was
amended pursuant to that certain First Amendment to Employment Agreement dated
as of September 1, 1999 (which collectively with the Employment Agreement, shall
be referred to herein as the "Employment Agreement.")
B. The Company and Executive are parties to that certain Change in
Control Severance Pay Agreement dated as of June 22, 1999 ( the "Change in
Control Severance Agreement").
B. The Company and the Executive desire to amend the Employment Agreement
and the Change in Control Severance Agreement to reflect mutually agreed upon
revised terms of employment of the Executive in accordance with the provisions
of this Amendment.
C. The Executive desires and is willing to accept continued employment
with the Company in accordance with the terms and conditions of the Amendment.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1. AMENDMENT TO EMPLOYMENT AGREEMENT
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1.1 Change in Control. In the event of a "Change in Control" as defined in
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Section 2 of the Change in Control Severance Agreement, whether or not the
Executive is terminated as set forth in Section 3 of the Change in Control
Severance Agreement, eighty percent of any outstanding but unvested stock
options granted to the Executive shall thereupon vest immediately and be
exercisable by the Executive. However, to the extent that during the first 90
days after the Change in Control, the Executive should exercise any of these
options to purchase shares of the Common Stock of the Company and sell any of
those shares, the Company shall be entitled to obtain and hold in escrow any net
proceeds resulting from the sale of the underlying securities of such options
exercised, for a period equal to the lesser of (i) 90 calendar days from the
Change in Control, or (ii) until the date of termination of Executive's
employment. In the event that Executive's employment is unilaterally terminated
by the Executive within 90 days of the Change in Control, the Company may
recover a pro-rata portion of the such proceeds (calculated by the ratio of (a)
days elapsed from the Change in Control until the date of termination, to (b)
90) days directly from the escrow and prior to distribution to the Executive of
the balance of the escrow. For purposes of this paragraph, net proceeds
resulting from the sale
of the underlying securities shall be the difference between the exercise price
of each stock option and the price at which the Executive sold his shares of
common stock, if greater, less any tax liability the Executive has incurred as a
result of such sale.
ARTICLE 2. REFERENCE TO AND EFFECT ON THE EMPLOYMENT AGREEMENT
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2.1. On and after the date set forth above, each reference to "this
Agreement", "the Agreement", "hereunder", "herein", or words of like import
shall mean and be a reference to the Employment Agreement as amended hereby. No
reference to this Amendment need be made in any instrument or document at any
time referring to the Employment Agreement, a reference to the Employment
Agreement in any of such instrument or document deemed to be a reference to the
Employment Agreement as amended hereby.
2.2. Except as expressly amended by this Amendment, the Employment
Agreement shall remain in full force and effect.
ARTICLE 3. AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT
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The provisions in Section 3. Severance Pay Upon Termination by Company
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Without Cause or By Employee for Cause. in the Change in Control Severance
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Agreement which reads as follows:
In addition, upon such termination: i) the next portion under the
stock option vesting schedule of any outstanding stock options
granted to the Employee that would not otherwise have been vested
until some time after such termination occurred shall thereupon
vest immediately and be exercisable by the Employee and ii) fifty
percent of the remainder of any other outstanding but unvested
stock options, shall thereupon vest immediately and be
exercisable by the Employee.
Shall be amended as follows:
In addition, upon such termination, eighty percent of any
outstanding but unvested stock options granted to the Employee
shall thereupon vest immediately and be exercisable by the
Employee.
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ARTICLE 4. REFERENCE TO AND EFFECT ON THE CHANGE IN CONTROL SEVERANCE AGREEMENT
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4.1. On and after the date set forth above, each reference to "this
Agreement", "the Agreement", "hereunder", "herein", or words of like import
shall mean and be a reference to the Change in Control Severance Agreement as
amended hereby. No reference to this Amendment need be made in any instrument
or document at any time referring to the Change in Control Severance Agreement,
a reference to the Change in Control Severance Agreement in any of such
instrument or document deemed to be a reference to the Change in Control
Severance Agreement as amended hereby.
4.2. Except as expressly amended by this Amendment, the Change in Control
Severance Agreement shall remain in full force and effect.
ARTICLE 5. GOVERNING LAW
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This Amendment 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).
ARTICLE 6. COUNTERPARTS
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This Amendment may be executed 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 have signed this Agreement.
INTELLIGROUP, INC.
Dated: 7/25/00 By: /s/ Arjun Xxxxxxx
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Arjun Xxxxxxx
Chairman and Co-Chief Executive
Officer
Dated: 6/1/00 By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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INTELLIGROUP, INC.
Compensation Letter: Xxxxxxx Xxxxxxxx
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May 2000
Dear Matt:
I am pleased to enclose a Second Amendment to Employment Agreement and
First Amendment to Change in Control Severance Agreement (the Amendment").
Please review the changes in the Amendment, sign the document where indicated
and return it to me.
In addition, and as previously discussed, the following will outline the
changes in your compensation effective January 1, 2000:
1. Compensation: Your remuneration will be at the annual rate of US
$300,000.00 gross per twelve month period. Additionally, you will be
eligible for variable incentive compensation in the amount of US
$200,000.00 for calendar year 2000 based on a plan to be developed with
you and Xxxxxxxx Xxxxxxxxxxxx, Co-Chief Executive Officer.
Sincerely,
/s/ Arjun Xxxxxxx
Arjun Xxxxxxx
Chairman and Co-Chief Executive Officer
I accept the above changes in my compensation as of the date hereof.
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
