AMENDED AND RESTATED CONSULTING AGREEMENT
EXHIBIT 10.19
AMENDED AND RESTATED CONSULTING AGREEMENT
AMENDED AND RESTATED CONSULTING AGREEMENT (the “Agreement”), dated as of November 8, 2007 (the
“Effective Date”), between Sapient Corporation, a Delaware corporation (“Sapient” or the
“Company”), and Xxxxx X. Xxxxxxxxx (“Xxxxxxxxx”).
WHEREAS, Xxxxxxxxx co-founded Sapient and served as Chief Executive Officer and Co-Chairman of
the Board of Sapient from its inception until October 16, 2006 (the “Resignation Date”) and
contributed enormously to the success of Sapient since its inception;
WHEREAS, since the Resignation Date, Xxxxxxxxx has provided consulting services to Sapient,
from time to time, under the Consulting Agreement between Sapient and Xxxxxxxxx dated as of the
Resignation Date (the “Initial Consulting Agreement”); and
WHEREAS, Xxxxxxxxx has provided valuable insight and input to the Company pursuant to the
Initial Consulting Agreement; and
WHEREAS, Sapient desires that Xxxxxxxxx continue as a consultant to Sapient with respect to
providing the Company certain strategic advice and believes that his provision of such
consulting services is in the best interests of the Company’s stockholders; and
WHEREAS, Xxxxxxxxx believes in the Company’s market positioning and long-term growth
potential, and desires to provide such consulting services;
NOW THEREFORE, in order to effect the foregoing, the parties hereto are entering into this
Agreement upon the terms and subject to the conditions set forth below. Accordingly, in
consideration of the premises and the respective covenants and agreements of the parties herein
contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. General. Sapient hereby agrees to engage Xxxxxxxxx as a consultant to Sapient, and
Xxxxxxxxx hereby agrees to perform consulting services for Sapient on the terms and conditions set
forth herein.
2. Term. The term of this Agreement shall commence as of the date hereof (the
“Effective Date”) and terminate on the second anniversary of the Effective Date, unless otherwise
terminated by either party pursuant to Section 9 (the “Term”).
3. Duties; Responsibility. From time to time during the Term, Xxxxxxxxx shall render
consulting services hereunder with respect to providing strategic advice to the Company (the
“Services”). The Services shall be performed, as may be reasonably requested by Sapient and taking
into account Xxxxxxxxx’x other business and personal commitments, at times mutually determined by
Sapient and Xxxxxxxxx. The Services may include, but are not limited to, advising Sapient in
respect of strategic planning and market positioning, among other matters. The Services shall be
performed only at the request of, and under the direction of, the Company’s Chief Executive
Officer, and Xxxxxxxxx shall be responsible solely to him for delivering the Services.
4. Place of Performance; Executive Assistant; Independent Contractor Status.
Xxxxxxxxx shall perform the Services at such locations as are reasonably acceptable to both him and
Sapient. Xxxxxxxxx shall be entitled to utilize the service, as may be reasonably requested by
Xxxxxxxxx and on an “as available basis,” of his former executive assistant or, if such executive
assistant leaves the
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employ of Sapient or is terminated, a replacement executive assistant having comparable
qualifications. Xxxxxxxxx shall not be an employee of Sapient but shall be an independent
contractor.
5. Compensation.
(a) Annual Retainer; Responsibility for Taxes. During the Term, Sapient shall pay to
Xxxxxxxxx, as compensation for the Services, a consulting fee of Two Hundred Thousand Dollars (USD
$200,000) per year (the “Annual Retainer”), payable in equal monthly installments on the monthly
anniversary of the Effective Date. In the event this Agreement is terminated pursuant to Section 9
prior to the second anniversary of the Effective Date, the Annual Retainer shall be prorated
through the date of such termination. As an independent contractor, Xxxxxxxxx shall be responsible
for payment of all taxes for remuneration received under this Agreement, including Federal and
State income tax, Social Security tax, Unemployment Insurance tax, and any other taxes or business
license fees as required.
(b) Business Expenses. Sapient shall reimburse Xxxxxxxxx at actual cost for all
business expenses reasonably incurred by him in connection with his performance of the Services..
(c) Group Medical Benefits. Xxxxxxxxx shall be entitled to continue any existing
group medical benefits he may have elected under Section 5(c) of the Initial Consulting Agreement,
subject to the terms thereof.
6. Confidential Information/Documents.
(a) Xxxxxxxxx agrees that any material nonpublic information concerning the business and
affairs of Sapient (“Confidential Information”) shall be treated by Xxxxxxxxx in full confidence
and shall not be revealed to any other individual, partnership, company or other organization
except: (i) to those third parties who have independently been granted lawful possession of such
Confidential Information by the Company (through no wrongdoing on the part of such third party or
any agent of Sapient); (ii) to those legal, financial and tax advisers to Xxxxxxxxx who have a
“need to know” such Confidential Information in the performance of their duties to Xxxxxxxxx,
provided that such advisers hold such Confidential Information in accordance with the provisions of
Section 6 of this Agreement; or (iii) as may be required by law, as directed by any regulatory
authority or by order of any court. Prior to disclosing any Confidential Information to a court or
other governmental authority, Xxxxxxxxx shall notify Sapient so that Sapient may protect any rights
it may have, including by seeking a protective order or other appropriate remedy or relief.
(b) Xxxxxxxxx shall comply with the policies and procedures of Sapient for protecting
Confidential Information, including but not limited policies and procedures therefor stated in the
Company’s Xxxxxxx Xxxxxxx Policy (General), and shall not use any Confidential Information for his
own benefit or gain. For the avoidance of doubt, the parties acknowledge and agree that
Xxxxxxxxx’x entry into this Agreement shall not cause him to become subject to the Sapient Trading
“Blackout” Policy.
(c) All documents, records, tapes and other media of every kind and description relating to
the business, present or otherwise, of Sapient and any copies, in whole or in part, thereof, which
Xxxxxxxxx possesses or controls during any portion of the Term in connection with the Services (the
“Documents”), whether or not prepared by Xxxxxxxxx, shall be the sole and exclusive property of
Sapient. Xxxxxxxxx shall safeguard all Documents and shall surrender to Sapient at the expiration
or termination of this Agreement, or at such earlier time or times as the Chief Executive Officer
or his designee may specify, all Documents then in Xxxxxxxxx’x possession or control. For the
avoidance of doubt, the parties acknowledge and agree that personal files and documents unrelated
to the business of
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Sapient are not Documents, even if such files and documents may have been transmitted via the
e-mail address provided to Xxxxxxxxx as an independent contractor to the Company.
(d) The provisions of Section 6 of this Agreement shall continue to apply after the Term of
this Agreement (regardless of the reason for the Term’s expiration or termination).
7. Restrictive Covenants. Xxxxxxxxx shall not, during the Term, without the prior
written approval of the Chief Executive Officer and the Chairman of the Company’s Board of
Directors, directly or indirectly become an officer, employee, agent, partner or director of, or
serve as a consultant for any other business that competes with Sapient and shall not undertake any
planning for any business competitive with Sapient.
8. Successors; Binding Agreement.
(a) This Agreement shall be binding on Sapient’s successors, and Sapient shall require any
successor to all or substantially all of the business or assets of Sapient to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that Sapient would be
required to perform it if no such succession had taken place. Except pursuant to the foregoing
sentence, neither Xxxxxxxxx nor Sapient shall be permitted to assign this Agreement or any rights
or obligations hereunder.
(b) This Agreement and all rights of Xxxxxxxxx hereunder shall inure to the benefit of and be
enforceable by Xxxxxxxxx’x personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. This Agreement is personal to and may not
be assigned by Xxxxxxxxx.
9. Termination. Xxxxxxxxx’x engagement as a consultant hereunder and the Term may be
terminated by either Sapient or Xxxxxxxxx at any time upon at least 30 days’ written notice to the
other party hereto. The Term shall terminate automatically on the death or Disability of
Xxxxxxxxx. “Disability” shall mean an illness, injury or other incapacitating condition as a
result of which, in the Company’s sole determination, Xxxxxxxxx is unable to perform the Services
required to be performed during the Term for a continuous period of forty-five (45) days. The
Company shall reimburse Xxxxxxxxx for expenses that are reimbursable hereunder, within thirty (30)
days after such termination date.
10. Modification; Waiver; Discharge. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to in writing signed
by the parties hereto. No waiver by a party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.
11. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original but all of which together shall constitute one and the same
instrument.
12. Headings. The headings contained herein are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Agreement.
13. Governing Law. The validity, interpretation, construction and performance of this
Agreement and any disputes between the parties relating to this Agreement shall be governed by the
laws of the Commonwealth of Massachusetts without regard to principles of conflicts of laws.
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14. Entire Agreement. This Agreement constitutes the entire agreement between the
parties regarding the subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter, including, without limitation, the Initial Consulting Agreement,
except for the following obligations thereunder, which shall survive the termination of the Initial
Consulting Agreement: :(a) Xxxxxxxxx’x obligations with respect to Confidential Information
thereunder; and (b) the Company’s obligations with respect to any consulting fees or expenses due
thereunder that remain unpaid on the Effective Date of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above
written.
| SAPIENT CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Xxxx X. Xxxxxxx | ||||
| President and Chief Executive Officer | ||||
| /s/ Xxxxx X. Xxxxxxxxx | ||||
| Xxxxx X. Xxxxxxxxx | ||||
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