Employment Agreement - Intelligroup Inc. and Nicholas Visco
INTELLIGROUP
499 Thornall Street
Edison, NJ 08837
October 1st, 1999
Nicholas Visco
17 McMannus Drive
Belle Mead, NJ 08502
Dear Nick:
I am pleased to offer you ("Employee"), subject to the Offer Contingencies
below, the position as Vice President of Finance with Intelligroup, Inc. (the
"Company").
Offer Contingencies:
This offer, including this letter and the attached Employment Agreement is
contingent on your having no conflicting obligations that would prevent you from
working for the Company (please see Article 1.3 of the enclosed Employment
Agreement).
1. Compensation
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(a) Base Compensation. Commencing on the first day of
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employment as Vice President of Finance, the Company shall pay
to Employee, during the Term of Employment, a minimum salary
at the rate of U.S. $150,000 gross per twelve month period
(the "Base Compensation"). Such salary shall be payable in
accordance with the Company's normal payroll procedures.
(b) An annual bonus of 30% of your base compensation upon
achievement of certain performance criteria to be mutually
arrived at between Employee and the Company (by Ashok Pandey,
Co-Chief Executive Officer, or his designee).
2. Fringe Benefits.
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During the Term of Employment:
(a) Executive shall be eligible to participate in any and all
employee welfare and health benefit plans (including but not
limited to life insurance, health, dental, and short- and
long-term disability plans) and other employee benefit plans
(including, but not limited to pension and retirement
programs, flexible spending plans, stock option and other
incentive compensation programs, and other fringe benefit
programs made
<PAGE>
available to similarly situated executive employees of the
Company from time to time), and Executive shall be eligible to
receive such other fringe benefits as may be granted to him
from time to time by the Company. Executive shall be required
to comply with the conditions attendant to coverage by such
plans and shall be eligible for such benefits only in
accordance with the terms and conditions of such plans as they
may be amended from time to time. Nothing in this subparagraph
(a) shall be construed as requiring the Company to establish or
continue any particular benefit plans in discharge of its
obligation to the Executive.
(b) Executive shall be allowed 15 work days of paid time off
(PTO), inclusive of sick days and vacation days, for each
twelve (12) month period commencing with the start of
employment. In the event Executive's employment is terminated
for any reason, Executive shall be paid for any unused accrued
PTO.
(c) Stock Options: Executive shall be eligible to receive
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50,000 stock options, subject to the approval of the
Compensation Committee of the Board, which approval is not
automatic. These stock options shall be governed in all
respects by the Company's Stock Option Plan and a Stock Option
Agreement to be signed by Employee.
This offer supersedes all earlier job offers made to you and is solely
governed by the provisions of the Employment Agreement which incorporates this
Job Offer Letter.
With best wishes on your new opportunity with Intelligroup, Inc.
Sincerely,
INTELLIGROUP, INC.
By: /s/ Ashok Pandey
-----------------------------------
Name: Ashok Pandey
Title: Co-Chief Executive Officer
I have carefully read the provisions of this offer letter and the Employment
Agreement to which it is attached, I fully understand them and I accept this
offer and agree to all the provisions contained herein and therein.
/s/ Nicholas Visco Date: October 1st, 1999
------------------------------
Nicholas Visco
<PAGE>
EMPLOYMENT AGREEMENT
Between:
INTELLIGROUP, INC.
and
Nicholas Visco
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT DESCRIBES THE BASIC LEGAL
AND ETHICAL RESPONSIBILITIES THAT YOU ARE REQUIRED TO OBSERVE AS AN EXECUTIVE
EXPOSED TO HIGHLY SENSITIVE TECHNOLOGY AND STRATEGIC INFORMATION IN PERFORMING
YOUR DUTIES. THE COMPANY BELIEVES THAT THIS AGREEMENT STRIKES A FAIR BALANCE
BETWEEN ITS INTERESTS AND YOUR NEEDS AND EXPECTATIONS.
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(1)
<PAGE>
EMPLOYMENT AGREEMENT
--------------------
This Employment Agreement is dated October 1, 1999 between
Intelligroup, Inc., a New Jersey Corporation with offices at 499 Thornall
Street, 11th Floor, Edison, NJ 08837 (the "Company"); and NICHOLAS VISCO (the
"Employee") with an address at 17 McMannus Drive, Hillsborough, NJ 08502.
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 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
----------------------
1.1 The Company agrees to employ the Employee as Vice President Finance
and Chief Financial Officer, and the Employee accepts such employment by the
Company on the terms and conditions set forth in this Agreement. The Employee
and Company understand that this position is that of a corporate officer of the
Company. The Employee agrees to serve the Company faithfully in this capacity,
the duties and responsibilities of which may change from time to time.
1.2 The Employee agrees to devote his best efforts, energies and skill to
the discharge of his duties as Vice-President, and to this end he will devote
his full time and attention (except for sick leave, vacations, and approved
leaves of absences) exclusively to the business and affairs of the Company.
During the term of employment, the Employee under no circumstances may work for
a competitor of the Company or have any financial interest in any competitor of
the Company; provided, however, that this Agreement does not prohibit investment
of a reasonable part of the Employee's assets in
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(2)
<PAGE>
the stock or securities of any competitor whose stock or securities are traded
on a national exchange, provided that this investment does not result in his
collectively owning beneficially at any one time one percent (1%) or more of the
equity of any company engaging in activities that are in competition with the
Company or its affiliates.
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,
including, by way of example, any restrictive covenants of past employers that
would prohibit the Employee's acceptance of the terms of this Agreement. The
Employee agrees not to disclose to the Company any confidential information or
trade secrets of others for which he may be under an obligation to a third party
not to disclose. The Employee also agrees not to breach any on-going fiduciary
duty still owed to a previous employer nor to appropriate any trade secrets
obtained while in the employ of such previous employer.
1.4 The Employee hereby acknowledges that he is in a position of trust in
performing services for the Company and its clients, including but not limited
to obtaining access to confidential and trade secret information. The Employee
represents and warrants that he has no criminal felony convictions involving
drugs, theft or violent behavior within the past five (5) years. Furthermore,
the Employee expressly authorizes the Company or its agents to conduct criminal
background checks to verify his/her above-stated representations.
ARTICLE 2. BASE COMPENSATION
-----------------------------
The Employee's compensation, which includes but is not limited to base
salary and bonus pay, is specified in the Job Offer Letter, which is
incorporated herein by reference and attached hereto as Exhibit "A" (the "Job
Offer Letter").
ARTICLE 3. FRINGE BENEFITS
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The terms of Employee's Fringe Benefits are outlined in the Job Offer
Letter.
ARTICLE 4. PAID TIME OFF
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The terms of Employee's Paid Time Off are outlined in the Job Offer
Letter.
ARTICLE 5. REIMBURSEMENT OF EXPENSES
-------------------------------------
The Company shall promptly reimburse Employee for reasonable business
expenses incurred in performing Employee's duties and promoting the business of
the Company, including, but not limited to, reasonable entertainment expenses
and travel and lodging expenses, following presentation of proper documentation.
ARTICLE 6. TERM
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Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(3)
<PAGE>
6.1 Term of Employment/Termination. The term of Employee's employment with
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the Company shall be at-will ("Term of Employment"). Therefore, in accordance
with the provisions of paragraphs 6.2 and 6.3 below, both Employee and the
Company retain the absolute right to terminate their employment relationship
with or without "Cause" (as defined paragraph 6.3.1 below) at any time, subject
only to a requirement that the party terminating this agreement provide thirty
(30) days notice prior to the effective date of such termination, or the
employment relationship can be terminated because of the "Disability" of the
Employee (as set forth in paragraph 6.4 below), or the employment relationship
may be terminated by the death of the Employee. This Agreement shall remain in
effect until it has been terminated by either of the parties pursuant to this
provision.
6.2 Termination For Any Reason Upon termination of the employment
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relationship with or without Cause, or because of the Disability of the
Employee, or because of the death of the Employee, the Company shall be released
from any and all further obligations under this Agreement, except that the
Company shall be obligated to pay Employee, or his estate, his salary and
benefits owing to Employee through the effective date of termination. Employee,
or his estate, shall also be entitled to any reimbursement owed him in
accordance with Article 5. Employee's obligations under Article 7, 8 and 11 of
this Agreement shall survive the termination of the employment relationship, and
shall continue pursuant to the terms and conditions of this Agreement.
6.3 Termination By Company Without Cause If the Company terminates the
------------------------------------
employment relationship without Cause, in addition to the notice period provided
for in paragraph 6.1 and the benefits provided for in paragraph 6.2, for a
period of six months from the date of termination, Employee shall be entitled to
(a) the continuation of Employee's base salary as of the date of termination and
reimbursement of COBRA payments, and (b) a pro-rata bonus payment (based upon
(i) the then current salary of the Employee, (ii) the bonus percentage stated in
the Job Offer Letter (or any renewals or amendments thereof), and (iii) the
ratio of the number of months of the current fiscal year prior to the date of
termination divided by 12) (cumulatively, the "Severance Pay"). Should the
Employee become otherwise employed during said six month period, then for the
balance of the six month period, the Company will reduce the Severance Pay due
from the date of such employment forward, by the difference between the base
salary then being received by the Employee, if less than his base salary as of
the date of termination, and his base salary as of the date of termination (as
compared on a pay-period by pay-period basis). Notwithstanding the above, this
adjustment shall not result in a reduction of more than the base salary
component of the remaining Severance Pay.
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(4)
<PAGE>
6.3.1 "Cause" for termination shall be defined as the following
conduct of the Employee:
(i) Willful and material breach of any provision
of this Employment Agreement by the Employee, provided the Employee
is given reasonable notice and a reasonable opportunity to cure such
breach if the breach is of a nature amenable to cure within a
reasonable time without prejudice to the Company's interests.
(ii) Gross misconduct as an Employee of the
Company, including but not limited to: misappropriating funds or
property of the Company; any attempt to obtain any personal profit
from any transaction in which the Employee has an interest that is
adverse to the Company or any breach of the duty of loyalty and
fidelity to the Company; or any other act or omission of the
Employee which substantially impairs the Company's ability to
conduct its ordinary business in its usual manner.
(iii) Gross and unreasonable neglect or
unreasonable refusal to perform the duties assigned to the Employee
under or pursuant to this Employment Agreement.
(iv) Conviction of a felony or plea of guilty or
no lo contendre to a felony; and
(v) Acts of dishonesty or moral turpitude by the
Employee that are materially detrimental to the Company or any other
act or omission which subjects the Company or any of its affiliates
to public disrespect, scandal, or ridicule, or that causes the
Company to be in violation of governmental regulations that subjects
the Company either to be sanctioned by governmental authority or to
civil liability to its Employees or third parties.
6.4 Disability. In the event that the Employee shall be unable to perform
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duties hereunder for a period of ninety (90) consecutive calendar days by reason
of disability as a result of illness, accident or other physical or mental
incapacity or disability, the Company may, in its discretion, by giving written
notice to the Employee, terminate the Employee's employment hereunder as long as
the Employee is still disabled on the effective date of such termination.
6.5 Termination by Mutual Agreement. This Agreement may be terminated at
-------------------------------
any time by mutual agreement of the Employee and the Company.
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(5)
<PAGE>
ARTICLE 7. CONFIDENTIALITY
---------------------------
7.1 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, "Company 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 lists, personnel records including names, addresses and salaries
of Intelligroup executives, contractors, and subcontractors and the like)
whether or not designated as confidential 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"). This excludes
common and generic information as set forth by federal and state law or
generally known in the industry through no fault of the Employee.
7.2 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.
7.3 For the Company to protect the Proprietary Information properly, 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 continuing thereafter.
7.4 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 at all times following the termination of this Agreement
for any reason whatsoever.
7.5 The Company has acquired and developed, and will continue to acquire
and develop, Proprietary Information, and during the Term of Employment the
Employee will acquire Proprietary Information about the business of the
Company's customers or other parties (such as a licensor or contractor) with
whom the Company does business under circumstances requiring confidentiality.
The Employee agrees to treat the information acquired about the Company's
customers and licensors at least in the same manner and under the same
restrictions of this Article 7 or in a manner contractually required by any such
customer or third party to provide greater security to such customer or third
party.
7.6 Notwithstanding the foregoing restrictions, the Employee may disclose
any information to the extent required by an order of any U.S. federal or state
court or other federal or state governmental authority, but only after the
Company or its clients or contractors, as the case may be, have been so notified
and have had the opportunity, if possible, to obtain reasonable protection for
such information in connection with such
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(6)
<PAGE>
disclosure. Employee shall immediately notify the Company of any court process
of which he is aware seeking the disclosure of any of the Company's information.
7.7 Upon the request of the Company or upon the termination of this
Agreement, the Employee will cause to remain with the Company all memoranda,
notes, records, drawings, manuals, disks, or other documents and media
pertaining to the Company's business, including all copies of such.
7.8 The provisions of this Article 7 shall survive the Termination of this
Agreement.
ARTICLE 8. RESTRICTIVE COVENANT; NONINTERFERENCE WITH
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CUSTOMER AND COMPANY PERSONNEL RELATIONS
-----------------------------------------
The Employee covenants and agrees that during the Term of Employment and for a
period of one year following the termination of employment for any reason
whatsoever or no reason, the Employee shall not directly or indirectly do any of
the following without the written consent of the Chief Executive Officer of the
Company or his designee:
8.1 Solicit or accept any similar business from a person, firm or
corporation that is a customer of the Company with whom the Employee had any
business dealings on the Company's behalf during the Term of Employment; and
8.2 Solicit or accept any business similar to that provided by the Company
from any person, firm or corporation that is a prospective customer of the
Company with whom the Employee had any business dealings on the Company's behalf
during the Term of Employment.
8.3 Solicit, persuade, induce, entice or attempt to entice, cause or
attempt to cause, any executive, employee or individual contractor of the
Company to terminate his or her employment or contractual relationship with the
Company.
8.4 Solicit, persuade, induce, entice or attempt to entice, cause or
attempt to cause, any customer of the Company to terminate or negatively alter
its business relationship with the Company. For the purpose of this paragraph,
such customer shall include as well firms, companies or other business entities
that have been customers of the Company within the 12 months preceding
Employee's termination but may not be actual customers at the time of
termination.
8.5 The restrictions of this Article 8 shall survive the termination of
this Agreement.
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(7)
<PAGE>
ARTICLE 9. REMEDIES OF COMPANY
-------------------------------
9.1 The Employee acknowledges the restrictions imposed by this Agreement
are reasonable and are necessary to protect the legitimate business interests of
the Company.
9.2 If the Employee breaches or threatens to breach the restrictions
imposed by this Agreement, the Employee agrees the Company would suffer
irreparable harm for which money would be an inadequate remedy. Accordingly, the
Employee agrees that the Company has the right to obtain injunctive or other
equitable relief in addition to any other available remedies and the Company
shall have the additional right to recover from the Employee court costs and
reasonable attorneys fees incurred by the Company in protection of its interests
hereunder.
ARTICLE 10. BINDING EFFECT
---------------------------
This Agreement is binding upon, inures to the benefit of and is
enforceable by the heirs, personal representatives, successors and permitted
assigns of the parties. This Agreement is not assignable by the Employee. Nor
may the obligations of the Employee be delegated to any person or other entity.
The Company may assign this Agreement, along with all restrictive covenants
herein, 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 11. INVENTIONS, TRADEMARKS, PATENTS AND OTHER WORK PRODUCTS
--------------------------------------------------------------------
11.1 Unless otherwise authorized in writing by the Company and to the
extent the Employee generates works of authorship, copyrights, inventions,
trademarks, trade dress or other such work products dealing with the nature of
the Company's business (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 in the Works in its own name as
inventor, author and owner and to secure any renewals and extensions of such
rights throughout the world.
11.2 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.
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(8)
<PAGE>
11.3 The Employee agrees to execute documents as may be reasonably
required by the Company to effect the Company's ownership rights as provided
herein or to otherwise further the purpose of this Agreement.
11.4 The Company shall be entitled to a shop right with respect to any of
the Works created by the Employee that is not otherwise 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 term in the Works.
ARTICLE 12. TAXES
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All payments to be made to Employee under this Agreement will be subject
to any applicable withholding of federal, state and local income and employment
taxes.
ARTICLE 13. CHANGE IN CONTROL
-----------------------------
13.1 Amendment to the Change in Control Severance Agreement. The parties
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acknowledge that they have previously entered into a Change in Control Severance
Agreement dated November 4, 1998. It is hereby intended that the provisions in
Section 3. Severance Pay Upon Termination by Company Without Cause or By
--------------------------------------------------------------------------------
Employee for Cause. in the Change in Control Severance 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.
13.2 Change in Control. Notwithstanding the foregoing, in the event of a
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"Change in Control" as defined in Section 2 of the Change in Control Severance
Agreement, whether or not the employee 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 Employee shall thereupon vest
immediately and be
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(9)
<PAGE>
exercisable by the Employee. However, to the extent that during the first 90
days after the Change in Control, the Employee 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 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 Employee's
employment. In the event that Employee's employment is unilaterally terminated
by the Employee 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 Employee 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 Employee sold his
shares of common stock, if greater, less any tax liability the Employee has
incurred as a result of such sale.
13.3 Ratification of Change in Control Provisions. In recognition of the
---------------------------------------------
foregoing, the Company shall take all actions necessary to ratify and affirm the
provisions related to stock options, termination, and Change in Control,
including but not limited to (i) obtaining appropriate resolutions or approvals
by the Board of Directors of the Company or its designees, (ii) preparing and
executing amendments to other agreements referenced herein, if necessary, (iii)
executing any other documents as required in connection with the provisions of
this Agreement to make such provisions enforceable. The Company represents that
such provisions, and modifications to other agreements, can be validly entered
into by inclusion in this Agreement, and acknowledges that the Employee has
relied upon this representation as assurance of the enforceability of such
provisions in the execution of this Agreement.
ARTICLE 14. NOTICES
--------------------
All notices under this Agreement shall be made in writing and shall be
deemed given when (1) delivered in person, (2) deposited in the U.S. mail, first
class, with proper postage prepaid and properly addressed to the address first
set forth above, unless changed by notice in writing signed by the addressee, or
(3) deposited in the U.S. mail, first class, with proper postage prepaid and
properly addressed to the address first set forth above, unless changed by
notice in writing signed by the addressee, by certified mail, return receipt
requested, or (4) delivered by an overnight or other express delivery service
carrier, or (5) sent through the interoffice delivery service of Employer, if
the Employee is still employed by the Company at the time.
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(10)
<PAGE>
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 exclusively 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, unless it is one of the restrictive
covenant provisions contained in Articles 7 or 8 herein, in which case the
provision shall be interpreted to provide the Company with the greatest
protection allowed by law.
ARTICLE 17. POST-EMPLOYMENT OBLIGATION
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17.1 Company Property. All records, files, lists, including computer
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generated lists, drawings, documents, equipment and similar items relating to
the Company's business that the Employee shall prepare or receive from the
Company shall remain the Company's sole and exclusive property. Upon termination
of this Agreement, Employee shall promptly return to the Company all property of
the Company in his possession. Employee further represents that he will not copy
or cause to be copied, print out, or cause to be printed out any software,
documents or other materials originating with or belonging to the Company.
Employee additionally represents that, upon termination of his employment with
the Company, he will not retain in his possession any such software, documents
or other materials.
17.2 Cooperation. Employee agrees that both during and after his
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employment he shall, at the request of the Company, render reasonable assistance
and perform lawful acts that the Company considers necessary or advisable in
connection with any litigation involving the Company or any director, officer,
employee, shareholder, agent, representative, consultant, client, or vendor of
the Company.
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(11)
<PAGE>
ARTICLE 18. MISCELLANEOUS
--------------------------
This Agreement shall also be subject to the following miscellaneous
considerations:
18.1 Employee and the Company each represent and warrant to the other that
he or it has the authorization, power and right to deliver, execute, and fully
perform his or its obligations under this Agreement in accordance with its
terms.
18.2 Any rights of Employee hereunder shall be in addition to any rights
Employee may otherwise have under benefit plans, agreements, or arrangements of
the Company to which he is a party or in which he is a participant, including,
but not limited to, any Company-sponsored employee benefits plans and profit
sharing. Provisions of this Agreement shall not in any way abrogate Employee's
rights under such other plans, agreements or arrangements.
ARTICLE 19. AMENDMENTS AND NON-WAIVER
--------------------------------------
This Agreement, including this Article 19, may only be changed or amended
by a written agreement signed by a Company Corporate Officer and the Employee. 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 20. ENTIRE AGREEMENT
-----------------------------
20.1 This Agreement, together with the Job Offer Letter and the Change in
Control Agreement, as amended herein, 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. This Agreement supersedes any previous agreements between the
parties.
20.2 Employee represents and agrees that he fully understands his right to
discuss all aspects of this Agreement with his private attorney, that to the
extent he desired, he availed himself of this right, that he has carefully read
and fully understands all of the provisions of the Agreement, that he is
competent to execute this Agreement, that his decision to execute this Agreement
has not been obtained by any duress and that he freely and voluntarily enters
into this Agreement.
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(12)
<PAGE>
IN WITNESS WHEREOF, the parties have signed this Agreement.
INTELLIGROUP, INC.
Dated: 3/23/2000
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By: /s/ Ashok Pandey
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Ashok Pandey
Co-Chief Executive Officer
Dated: 3/23/2000
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/s/ Nicholas Visco
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NICHOLAS VISCO
Intelligroup, Inc. /s/ AP
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Employee /s/ NV
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(13)