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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
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This Employment Agreement is effective on December 6, 1996 between
Intelligroup, Inc., a New Jersey Corporation with offices at 000 Xxxxxxx 0
Xxxxx, Xxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 (the "Company"); and Xxxx Xxxxxx
(the "Employee").
STATEMENTS
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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 in a senior position, 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
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ARTICLE 1. EMPLOYMENT
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1.1 The Company agrees to employ the Employee as a Sales Director
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 and to perform such duties and
responsibilities as may be established by the Company from time to time.
1.2 Recognizing this employment involves a senior level position,
the Employee agrees to devote the Employee's entire energy and full and
undivided time and attention exclusively to the business of the Company.
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.
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ARTICLE 2. BASE COMPENSATION
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Unless otherwise agreed, the Employee's Base Compensation is payable
twice a month as per the normal policies of the Company.
ARTICLE 3. INCENTIVE COMPENSATION
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As a senior level employee the Employee may be entitled to receive
compensation beyond the Base Compensation (such additional compensation is
referred to as the "Incentive Compensation"). Whether Incentive Compensation
will be provided, and the amount to be provided, shall be within the sole
discretion of the Board of Directors. Among the factors which the Board of
Directors may consider are the length of time the Employee has been with the
Company; the quality of the Employee's performance; and the financial health of
the Company.
ARTICLE 4. FRINGE BENEFITS
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The Employee has the right to participate in such fringe benefit plan
of any nature (including medical or health insurance, pension plans or
profit-sharing plans) as the Board of Directors shall determine is available
for senior employees.
ARTICLE 5. VACATIONS
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The Employee is entitled to such paid vacation as the Board of
Directors shall determine is available for senior employees.
ARTICLE 6. REIMBURSEMENT OF EXPENSES
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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 the Employee receives prior
written permission from the Company, the Company agrees to reimburse the
Employee promptly for all such expenses upon presentation of proper evidence of
payment.
ARTICLE 7. TERM
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The term of this Agreement shall commence from the date on this
Agreement and shall terminate when either party to this Agreement sends to the
other party a written notice of termination at least thirty days in advance.
ARTICLE 8. CONFIDENTIALITY
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8.1 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 lines, personnel records and the like) 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").
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8.2 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.
8.3 For the Company to properly protect the Proprietary
Information, 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 for a reasonable period thereafter.
8.4 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 than a Company purpose during
the term of employment and for a period of Two (2) years following the
termination of this Agreement for any reason whatsoever.
8.5 The Company has acquired, and during the Term the Employee will
acquire much similar information about the business of the Company's customers.
The Employee agrees to treat the information acquired about the Company's
customers in the same manner and under the same restrictions of this Article 8.
8.6 The provisions of this Article 8 shall survive the Termination
of this Agreement.
ARTICLE 9. RESTRICTIVE COVENANT
The Employee covenants and agrees that for a period of One (1) year
following the termination of his employment for any reason whatsoever, the
Employee shall not directly or indirectly do any of the following:
9.1 Solicit or accept any business from a person, firm or
corporation that is a customer of the Company with whom the Employee had any
dealings on the Company's behalf during the time the Employee is employed by
the Company; and
9.2 Solicit or accept any business from any person, firm or
corporation that is a prospective customer of the Company with whom the
Employee had any dealings on the Company's behalf during the term of employment.
9.3 Solicit, induce, entice or attempt to entice any employee or
contractor of the Company to terminate his or her employment or relationship
with the Company.
9.4 Accept employment by, become associated with or participate as
a director, officer, shareholder, consultant, partner or agent for any person,
firm or corporation that is in a business that competes with the business being
conducted by the Company at the time of the Employee's termination of
employment.
9.5 However, nothing contained in this Article 9 shall prevent the
Employee from accepting employment as a computer consultant with any company
anywhere in the world so long as such employment does not involve any
administrative or management duties, including but not limited to duties
involving sales, marketing, strategic planning, or budget development.
9.6 The restrictions of this Article 9 shall survive the
termination of this Agreement.
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ARTICLE 10. REMEDIES OF COMPANY
10.1 AS A SENIOR LEVEL EMPLOYEE, THE EMPLOYEE ACKNOWLEDGES THE RESTRICTIONS
IMPOSED BY THIS AGREEMENT ARE REASONABLE AND ARE NECESSARY TO PROTECT THE
LEGITIMATE BUSINESS INTERESTS OF THE COMPANY. THE EMPLOYEE ALSO ACKNOWLEDGES AND
AGREES THAT SUCH RESTRICTIONS DO NOT AND WILL NOT IMPOSE AN UNDUE HARDSHIP ON
THE EMPLOYEE.
10.2 If the Employee breaches any of the restrictions imposed by this
Agreement, the Employee agrees the Company has the right to obtain an injunction
to prevent any further violations and the additional right to recover court
costs and reasonable attorneys fees incurred by the Company.
10.3 The Employee also agrees that if the Employee breaches any of the
restrictions imposed by this Agreement, the Company can recover damages for
breach of this Agreement, court costs and reasonable attorneys fees incurred by
the Company.
ARTICLE 11. BINDING EFFECT
This Agreement is binding upon, inures to the benefit of an is enforceably
by the heirs, personal representatives, successors and assigns of the parties.
This Agreement is not assignable by the Employee's without the prior written
consent of the Company. The above notwithstanding, the Company may assign this
Agreement without the consent of the Employee to a subsidiary of the Company, to
an entity that acquires the Company, to an entity with which the Company merges
or to an entity which is acquired by the Company.
ARTICLE 12. INVENTIONS, TRADEMARKS, PATENTS AND OTHER WORK PRODUCTS
12.1 To the extent the Employee generates works of authorship, copyrights,
inventions, trademarks, trade dress or other such work products (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 to the Works in its own name as
inventor, author and owner and to secure any renewals and extensions of such
rights throughout the world.
12.2 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.
12.3 The Employee agrees to execute any documents as may be reasonably
required by the Company to affect the Company's ownership rights as provided
herein or to otherwise further the purpose of this Agreement.
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12.4 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 terms in the Works.
ARTICLE 13. AMENDMENTS AND NON-WAIVER
This Agreement may only be changed or amended by a written agreement
signed by all of the parties. 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.
ARTICLE 14. ENTIRE AGREEMENT
This Agreement 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.
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.
IN WITNESS WHEREOF, the parties have signed this Agreement.
INTELLIGROUP, INC.
By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
President
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment") made
effective as of the 18th day of February, 1997 (the "Effective Date") by and
between INTELLIGROUP, INC., a New Jersey corporation (the "Company"), and
XXXXXXX XXXXXX (the "Employee").
WITNESSETH:
WHEREAS, the Company and the Employee are parties to that certain
Employment Agreement dated as of December 6, 1996 (the "Employment Agreement");
WHEREAS, the Company and the Employee desire to amend the Employment
Agreement to reflect the mutually agreed upon revised terms of employment of
the Employee in accordance with the provisions of this Amendment; and
WHEREAS, the Employee desires and is willing to accept continued
employment with the Company in accordance herewith.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Amendment. All references to the title of "Sales Director"
shall hereinafter be deleted and there shall be substituted in lieu thereof the
title "Vice President -- Sales and Marketing".
2. Reference to and Effect on the Employment Agreement.
(a) On and after the Effective Date, each reference to
"this Agreement", "hereunder", "hereof", "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
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the Employment Agreement in any of such instrument or document to be deemed to
be a reference to the Employment Agreement as amended hereby.
(b) Except as expressly amended by this Amendment, the
Employment Agreement shall remain in full force and effect.
3. Governing Law. This Amendment shall be governed by and its
provisions construed and enforced with the internal laws of the State of New
Jersey without reference to its principles regarding conflicts of laws.
4. Counterparts. This Amendment 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.
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IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed and attested by its duly authorized officers, and the Employee has set
his hand, all as of the day and year first above written.
ATTEST: INTELLIGROUP, INC.,
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President and
Chief Executive Officer
WITNESS: EMPLOYEE
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
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