Exhibit 10.11
TRANSITION CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Agreement"), dated as of October 23, 2006
("Effective Date"), between Sapient Corporation, a Delaware corporation
("Sapient"), and Xxxxx X. Xxxxx ("Xxxxx").
WHEREAS, Xxxxx has served as interim Chief Financial Officer;
WHEREAS, Xxxxx has resigned from the position of interim Chief Financial
Officer; and
WHEREAS, Sapient desires to induce Xxxxx to maintain a role with Sapient
so as to facilitate the transition to new management;
NOW THEREFORE, in order to effect the foregoing, the parties hereto are
entering into this consulting 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 Xxxxx as a consultant to
Sapient, and Xxxxx hereby agrees to perform consulting services for Sapient on
the terms and conditions set forth herein.
2. Term. The term of this Agreement (the "Term") shall commence as
of the date hereof and terminate on the first anniversary of the date hereof,
unless otherwise terminated by either party pursuant to Section 9 or extended by
both parties in writing.
3. Duties. From time to time during the Term, Xxxxx shall render
services hereunder to assist in the orderly transition to a new Chief Financial
Officer, as reasonably determined by Sapient and Xxxxx ("Services").
4. Place of Performance. Xxxxx shall perform her duties and conduct
her business at such locations as are reasonably acceptable to her and Sapient.
5. Compensation.
(a) Retainer. Sapient shall pay Xxxxx a retainer of $45,000
(the "Retainer") within five (5) business days of the execution of this
Agreement, such Retainer to be nonrefundable except in accordance with Section 9
of this Agreement. Sapient shall be under no obligation to pay Xxxxx any
additional consulting fees pursuant to this Agreement until such time as Xxxxx
has performed an excess of 112.5 hours of Services (the "Retainer Hours") and
has reported the performance of such hours pursuant to Section 5(b) below.
(b) Hourly Consulting Fee. During the Term and consistent with
Section 5(a) above, Sapient shall pay to Xxxxx, as compensation for the Services
to be performed by Xxxxx hereunder in excess of the Retainer Hours, an hourly
consulting fee of $400.00; provided, however, for Services in excess of the
Retainer Hours, Sapient shall be under no obligation to pay Xxxxx for Services
totaling more than 100 hours per calendar month unless Xxxxx has received the
prior authorization of Sapient's Chief Executive Officer to provide Services in
excess of 100 hours during such calendar month. Sapient shall remit payment to
Xxxxx for such services within thirty (30) days of receipt of an invoice for
such services from Xxxxx. In the event this Agreement is terminated pursuant to
Section 9, Xxxxx shall be entitled to receive any unpaid consulting fees, or
other expenses for which reimbursement is provided for herein, within thirty
(30) days after the date of termination. Xxxxx shall not be an employee of
Sapient but shall be an independent contractor and 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.
(c) Business Expenses. Sapient shall reimburse Xxxxx for all
business expenses reasonably incurred by her in connection with her performance
of consulting services hereunder at actual cost.
(d) Group Medical Benefits. Xxxxx shall be entitled to receive
continuation coverage in Sapient's medical and dental plans pursuant to the
provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA"), such continuation coverage shall be at Xxxxx'x expense, and in all
respects be subject to the requirements, conditions and limitations of COBRA and
such plans, which may be amended from time to time.
6. Confidential Information/Documents/Computer. Xxxxx agrees that any
material nonpublic information concerning the business and affairs of Sapient
("Confidential Information") shall be treated by Xxxxx in full confidence and
shall not be revealed to any other individual, partnership, company or other
organization except in confidence to her attorneys, 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, Xxxxx 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. Xxxxx will comply with the policies and procedures of Sapient for
protecting Confidential Information, including but not limited to the Sapient's
xxxxxxx xxxxxxx policy and the Sapient's Code of Ethics and Conduct, and shall
not use any Confidential Information for her own financial benefit or gain. This
restriction shall continue to apply after the termination of this Agreement,
regardless of the reason for such termination.
Nothing in this Agreement prohibits or restricts Xxxxx from providing
Confidential Information to any governmental or regulatory body or official(s)
investigating matters subject of the announced internal investigation of
Sapient's stock-based compensation grant
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practices and the notice provisions in the preceding paragraph shall not apply
in connection with any such disclosure.
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 (the "Documents"), whether or not prepared
by Xxxxx, as well as the laptop computer purchased by Sapient and used by Xxxxx)
("Laptop"), shall be the sole and exclusive property of Sapient. Xxxxx shall
safeguard all Documents and shall surrender to Sapient at the termination of
this Agreement, or at such earlier time or times as the Board or its designee
may specify, all Documents and the Laptop then in Xxxxx'x possession or control.
7. Restrictive Covenants. Xxxxx shall not, during the Term, without
the prior written approval of the Board, directly or indirectly become an
officer, employee, agent, partner or director of, or serve as a consultant for
any other business that competes directly or indirectly 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 Xxxxx nor Sapient shall be permitted to assign
this Agreement or any rights or obligations hereunder.
(b) This Agreement and all rights of Xxxxx hereunder shall
inure to the benefit of and be enforceable by Xxxxx'x personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. This Agreement is personal to and may not be assigned by
Xxxxx.
9. Termination. Xxxxx'x engagement as a consultant hereunder and the
Term may be terminated by either Sapient or Xxxxx at any time upon written
notice to the other party hereto. The Term shall terminate automatically on the
death or Disability of Xxxxx. "Disability" shall mean an illness, injury or
other incapacitating condition as a result of which Xxxxx is unable to perform
the consulting services required to be performed during the Term for a
continuous period of forty-five (45) days. Notwithstanding the foregoing, if
prior to the 60th day after the date of this Agreement, (a) Xxxxx terminates
this Agreement or (b) Sapient terminates this Agreement due to Xxxxx'x failure
to perform Services to Sapient's reasonable satisfaction, then Xxxxx shall
refund any remaining portion of the Retainer. The remaining portion of the
Retainer will be calculated by multiplying (i) $400.00 by (ii) the
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number of hours by which the Retainer Hours exceeds the actual hours performed
by Xxxxx pursuant to this Agreement.
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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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.
SAPIENT CORPORATION
By: /s/ Xxxxxxx Xxxxx
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Its: Chief Operating Officer
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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