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Call and Put Option Agreement - Wipro Ltd., Spectramind eServices Private Ltd. and Employee-Optionees of Spectramind eServices Private Ltd.

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              CALL AND PUT OPTION AGREEMENT - _____________________


THIS CALL AND PUT OPTION AGREEMENT - ___________________ ('AGREEMENT") is made
on this the 17th day of July, 2002

A.   ____________________, son / daughter / wife of __________________, residing
     at ______________________________________ (hereinafter referred to as
     "OPTIONEE" which expression shall unless it be repugnant to the context be
     deemed to include his legal heirs, executors and administrators);

B.   WIPRO LIMITED, a company incorporated under the Companies Act ,1956,,
     having its registered office at Doddakannelli, Sarjapur Road, Bangalore 560
     035, (hereinafter referred to as "WIPRO" which expression shall unless it
     be repugnant to the context be deemed to include its successors and
     assigns); and

C.   SPECTRAMIND ESERVICES PRIVATE LIMITED, a company incorporated under the
     Companies Act ,1956,, having its registered office at 239, Okhla Industrial
     Estate Phase III, New Delhi 110020, India (hereinafter referred to as
     "COMPANY" which expression shall unless it be repugnant to the context be
     deemed to include its representatives, successors and assigns).

Each of Optionee, the Company and WIPRO shall be referred to herein as a "PARTY"
and jointly as the "PARTIES".


RECITALS

A.   The Spectramind eServices Private Limited ("COMPANY") is engaged in the
     business of remote processing activities and has set up a remote processing
     centre at Okhla, New Delhi.

B.   Optionee and the Company entered into a Stock Option Agreement as modified
     by a Supplemental Stock Option Agreement dated July 17, 2002, with respect
     of the grant of options to him under the employee stock option scheme of
     the Company, and pursuant thereto, Optionee is the owner of the employee
     stock options as specified in Schedule 1 ("EMPLOYEE STOCK OPTIONS").

C.   Optionee and Wipro desires to execute a Call and Put Option over the Option
     Shares subject to and in accordance with the terms and conditions of this
     Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements made
herein, the Parties hereby agree as follows:


1.   DEFINITIONS

1.1  The following words and phrases, wherever used in this Agreement, shall
     have the following meanings:

     "ACQUISITION DATE" shall mean the date(s) on which the Option Shares are
     allotted to the Optionee pursuant to the exercise of the relevant Employee
     Stock Options and the Company will allot the Option Shares within three (3)
     days of such exercise as provided in the employee stock option scheme of
     the Company

                                                                               1
<PAGE>
     "CALL NOTICE" shall mean the notice delivered by WIPRO on Optionee pursuant
     to Clause 2.1 of this Agreement

     "CALL/PUT OPTION PERIOD" shall mean the six months following each of the
     Acquisition Date

     "CAUSE" shall have the meaning assigned to it in the Employment Agreement.

     "CONFIDENTIAL INFORMATION" means information received by the Optionee from
     any Investor or the Company or any of its subsidiaries in respect of the
     activities and affairs of the Company or any of its subsidiaries including
     the information received by the Optionee as a member on the board of
     directors on the Company or any of its subsidiaries and in respect of the
     transactions contemplated by or otherwise pursuant to this Agreement that
     is proprietary either to the Investor or the Company or any of its
     subsidiaries including information relating to the MIS, customer
     information, employees, process and systems etc., provided that such term
     does not include information that (a) was publicly known or otherwise known
     to such receiving Party prior to the time of such disclosure, (b)
     subsequently becomes publicly known through no act or omission by such
     receiving Party or any Person acting on such Party's behalf, or (c)
     otherwise becomes known to such receiving Party other than through
     disclosure by the delivering Party or any Person with a duty to keep such
     information confidential.

     "ENCUMBRANCE" means any charge, lien, equity, third party right, option,
     right of pre-emption or any other encumbrance, priority or security
     interest of whatsoever nature.

     "EQUITY SHARES" means the equity shares of Rs.10/- each of the Company

     "NOTICE DATE" shall mean the date of service of the Call Notice as per
     Clause 2.1, or the date of service of the Put Notice as per Clause 2.2.

     "EMPLOYMENT AGREEMENT" shall mean the Employment Agreement or Service
     Agreement entered into by the Optionee with the Company or any of its
     affiliates.

     "EMPLOYEE STOCK OPTIONS" shall mean the employee stock options granted to
     Optionee by the Company and as specified in Schedule 1.

     "STRIKE PRICE" shall mean the Fair Market Value of the Equity Shares

     "FAIR MARKET VALUE" shall mean the value of each Equity Share based on
     enterprise value of the Company divided by 8,10,69,742 shares, being the
     number of shares of the Company on a fully diluted and as fully converted
     basis as on the date of this Agreement, as applicable for the quarter in
     which the Notice Date falls. The enterprise value will be as determined by
     an External Independent Valuer of international repute, as the case may be
     by reference to (i) liquidity, (ii) yield capabilities, (iii) book value,
     and (iv) average metrics of the top five listed global companies comparable
     in the same space in which the Company is operating. The Fair Market Value
     shall be determined initially as of April 1st 2003 and thereafter on at
     least a semi-annual basis commencing from such date.

     "OPTION SHARES" shall mean the Equity Shares issued and allotted by the
     Company to Optionee pursuant to the exercise of the Employee Stock Options.

     "PUT NOTICE" shall mean the notice delivered by Optionee on WIPRO pursuant
     to Clause 2.2 of this Agreement

                                                                               2
<PAGE>

     "SETTLEMENT DATE" shall mean the date for the transfer of the Option Shares
     not being later than seven (7) days from the relevant Notice Date.

     "SETTLEMENT PERIOD" means the period between the Notice Date and the
     Settlement Date.

     "OPTION SHARE DOCUMENTS" shall mean the original share certificates
     pertaining to the Option Shares and share transfer forms for transfer of
     the Option Shares.


2.   CALL AND PUT OPTION

2.1  At any time during the Call/Put Option Period, WIPRO shall have the option
     to purchase all or any of the Option Shares by issuing a Call Notice at the
     relevant Strike Price. The Call Notice will specify the number of Option
     Shares intended to be purchased. On the exercise of such option by WIPRO,
     Optionee shall be obliged to sell to WIPRO, on a spot delivery basis, the
     Option Shares at the relevant Strike Price, and such sale shall be subject
     to Optionee's confirmation that the Option Shares are without any
     Encumbrance. Such purchase by WIPRO of the Option Shares shall be completed
     on a spot delivery basis on the Settlement Date as contemplated in Section
     3. It is clarified that WIPRO shall be entitled to purchase the Option
     Shares either directly or designate a nominee for this purpose. Provided
     that in respect of the Option Shares which are allotted at different dates,
     WIPRO may issue one or more Call Notices during the relevant Call/Put
     Option Period.

2.2  At any time during the Call/Put Option Period, Optionee shall have the
     option to sell all or any of the Option Shares by issuing a Put Notice at
     the relevant Strike Price. The Put Notice will specify the number of Option
     Shares intended to be sold. Upon exercise of such an option by Optionee,
     WIPRO shall be shall be obliged to purchase, on a spot delivery basis, the
     Option Shares at the relevant Strike Price, and such purchaser shall be
     subject to Optionee's confirmation that the Option Shares are without any
     Encumbrance. Such purchase by WIPRO of the Option Shares at the relevant
     Option relevant Strike Price shall be completed on a spot delivery basis on
     the Settlement Date as contemplated in Section 3. It is clarified that
     WIPRO shall be entitled to purchase the Option Shares either directly or
     designate a nominee for this purpose. Provided that in respect of the
     Option Shares which are allotted at different dates, Optionee may issue one
     or more Put Notices during the relevant Call/Put Option Period.

2.3  Optionee shall be bound, upon receipt of the Call Notice or issue of the
     Put Notice, as the case may be to sell all the Option Shares at the Strike
     Price to WIPRO and undertake all necessary action in the Settlement Period
     including, but not limited to, the execution of any and all documents and
     transfer deeds required to complete such sale and transfer of the Option
     Shares for consideration received.

2.4  WIPRO shall be bound, upon issue of the Call Notice or receipt of Put
     Notice, as the case may be to purchase from the Optionee all the Option
     Shares at the Strike Price and make payment of the consideration.

2.5  The Company shall undertake all steps and actions to give effect to the
     transactions contemplated in this Agreement.

                                                                               3
<PAGE>
3.   COMPLETION

     Completion shall take place on the Settlement Date at the registered office
     of the Company. At the Completion, (a) Optionee shall simultaneously with
     the payment by WIPRO of an amount equal to the Strike Price multiplied by
     the number of Option Shares which are subject matter of the relevant Call
     Option or the Put Option as the case may be , deliver or cause to be
     delivered to WIPRO, or its nominee, the Share Documents, and do such things
     and execute such other documents as shall be necessary, or as WIPRO may
     reasonably request, to give effect to the sale of the Option Shares which
     are subject matter of the relevant Call Option or the Put Option as the
     case may be, and (b) WIPRO shall simultaneously with the delivery of the
     Share Documents by the Optionee, make payment to Optionee of an amount
     equal of the Strike Price multiplied by the number of Option Shares which
     are subject matter of the relevant Call Option or the Put Option as the
     case may be.


4.   REPRESENTATIONS AND WARRANTIES

4.1  REPRESENTATIONS AND WARRANTIES OF WIPRO

     WIPRO hereby represents and warrants that:

     (a)  It has full legal capacity and legal right to undertake its
          obligations provided for in this Agreement, and to execute and deliver
          this Agreement, and to perform and observe the terms and provisions
          hereof applicable to it. This Agreement constitutes the legal, valid
          and binding obligations of WIPRO enforceable against it in accordance
          with the terms hereof. The execution, delivery and performance of this
          Agreement has been duly authorized by all necessary actions on its
          part; and

     (b)  The execution, delivery and performance of this Agreement does not and
          will not violate or exceed its legal capacity or contravene any
          provision of any applicable law, regulation, decree or order to which
          it is subject, or any contract, agreement or other instrument to which
          it is a party, or which is binding upon it or to any provision of any
          mortgage, deed, contract, agreement or other instrument to which it is
          a party, or which is binding upon it or attaches to any of its assets.


4.2  REPRESENTATION AND WARRANTIES OF OPTIONEE

     Optionee represents and warrants that:

     (a)  This Agreement constitutes the legal, valid and binding obligations of
          Optionee enforceable against Optionee, in accordance with the terms
          hereof.

     (b)  The execution, delivery and performance of this Agreement does not and
          will not violate or exceed Optionee's legal capacity or contravene any
          provision of any applicable law, regulation, decree or order to which
          he is subject, or any contract, agreement or other instrument to which
          Optionee is a party, or which is binding upon Optionee or to any
          provision of any mortgage, deed, contract, agreement or other
          instrument to which Optionee is a party, or which is binding upon
          Optionee or attaches to any of his assets.

                                                                               4
<PAGE>
5.   COVENANTS

5.1  Optionee and WIPRO undertake and agree that they shall abstain from any
     action, the object or effect of which would be to restrict and prevent the
     sale, transfer and disposal of the Option Shares under this Agreement,
     except as contemplated in this Agreement.

5.2  In the event that there is a change of law in India making the enforcement
     of this Agreement illegal in India, the Parties undertake that they shall,
     upon demand by either Party enter into a spot delivery agreement on the
     same terms as this Agreement for the purchase of the Option Shares, if the
     same is permissible under Indian law. If such spot delivery sale is not
     permissible by Indian law, the Parties agree to execute any other modified
     contract or agreement to give effect to the contemplated transactions in
     compliance with such change in law.


5.3  NON-COMPETE AND NON-SOLICITATION

     (a)  The Optionee acknowledges that in the course of his employment with
          the Company and its affiliates the Optionee will become familiar with
          the Company's and its affiliates trade secrets and with other
          confidential information concerning the Company and its affiliates and
          that Optionee's services have been and will be of special, unique and
          extraordinary value to the Company and its affiliates. Therefore, the
          Optionee agrees that, during his employment, and (i) in the case of
          termination for Cause or resignation, for two years thereafter, and
          (ii) in the case of termination by the Company and its affiliates
          without Cause, during the period in which the Optionee receives
          payments of Salary pursuant to paragraph 5(b) of the Employment
          Agreement (the "NONCOMPETE PERIOD"), Optionee shall not directly or
          indirectly own, manage, control, participate in, consult with, render
          services for, or in any manner engage in any business competing with
          the businesses of the Company or its subsidiaries as such businesses
          exist or are in process on the date of the termination of the
          Optionee's employment, within any geographical area in which the
          Company or its subsidiaries engage or plan to engage in such
          businesses.

     (b)  During the Noncompete Period, the Optionee shall not directly or
          indirectly through another entity (i) induce or attempt to induce any
          employee of the Company or any affiliate to leave the employ of the
          Company or such affiliate, or in any way interfere with the
          relationship between the Company or any subsidiary and any employee
          thereof, or (ii) induce or attempt to induce any customer, supplier,
          licensee or other business relation of the Company or any affiliate to
          cease doing business with the Company or such affiliate, or in any way
          interfere with the relationship between any such customer, supplier,
          licensee or business relation and the Company or any affiliate.

     (c)  If, at the time of enforcement of this Clause 5.3, a court shall hold
          that the duration, scope or area restrictions stated herein are
          unreasonable under circumstances then existing, the parties agree that
          the maximum duration, scope or area reasonable under such
          circumstances shall be substituted for the stated duration, scope or
          area and that the court shall be allowed to revise the restrictions
          contained herein to cover the maximum period, scope and area permitted
          by law.

     (d)  In the event of the breach or a threatened breach by Optionee of any
          of the provisions of this Clause 5.3, the Company, in addition and
          supplementary to other rights and remedies existing in its favor, may
          apply to any court of law or equity of competent jurisdiction for
          specific performance and/or injunctive or

                                                                               5
<PAGE>
     other relief in order to enforce or prevent any violations of the
     provisions hereof (without posting a bond or other security).


5.4  RECONSTITUTION RIGHTS

     The Parties agree that in the event of any restructuring and/or
     recapitalisation of the Company or any event constituting similar effect
     including but not limited to issue of bonus shares, rights shares, mergers,
     sale, dissolution, liquidation of the Company, WIPRO and Company will take
     all such neccessary steps to protect the intent of the Parties set out in
     this Agreement and place the Optionee in the same economic position that it
     would have been, had any such aforementioned event not occurred or
     initiated.


6.   EFFECTIVE DATE AND DURATION OF OBLIGATIONS

6.1  This Agreement shall come into force on ___________.

6.2  This Agreement shall terminate upon the expiry of the Call/Put Option
     Period in respect of the last of the Option Shares which the Optionee is
     entitled to be allotted in respect of the Options specified in Schedule 1.

6.3  If a Call Notice(s) or a Put Notice shall have been served on or prior to
     the expiry of the Call/Put Option Period, this Agreement shall continue in
     force even after the periods specified in Clause 6.1, until the fulfillment
     of the Parties obligations hereunder in relation to all such Call
     Notice(s)/Put Notice(s) whereupon it shall terminate.


7.   MISCELLANEOUS

7.1  ENTIRE UNDERSTANDING

     This Agreement constitutes the entire understanding of the Parties with
     reference to the subject matter of this Agreement and supersedes any and
     all prior negotiations, correspondence, agreements, understandings, duties
     or obligations among the Parties with respect to the subject matter hereof.


7.2  AMENDMENTS

     This Agreement shall not be amended, modified, altered or changed in any
     way except in a writing executed by a duly authorised representative of
     each Party. A waiver by any Party hereto of any provision of this Agreement
     or a breach thereunder shall not be deemed to constitute a subsequent or
     future waiver of the same or any other provision or a breach of this
     Agreement.


7.3  SPECIFIC PERFORMANCE

     The Parties hereby acknowledge and confirm that it is impossible to measure
     in money the damages which will accrue to a Party or to their heirs,
     personal representatives, or assigns by reason of a failure to perform any
     of the obligations under this Agreement and therefore agree that the terms
     of this Agreement shall be specifically enforceable.

     If any Party or his heirs, personal representatives, or assigns institutes
     any action or proceeding to specifically enforce the provisions hereof, any
     Party against whom such action or proceeding is brought (i) hereby waives
     the claim or defense therein that such Party or such personal
     representative has an adequate remedy at law, and (ii) hereby confirms that
     it shall not offer in any such action or proceeding the claim or defense
     that such remedy at law exists.

                                                                               6
<PAGE>
7.4  NOTICES

     All notices, communications and other correspondence required or permitted
     by this Agreement shall be in writing and shall be sent by (a) facsimile,
     with confirmation copy sent by registered first class airmail, (b) by
     personal delivery with acknowledgement of receipt or (c) by registered,
     first class air mail, return receipt requested and postage prepaid, to the
     following address:

     <TABLE>
     <S>                                <C>
     in the case of Optionee to:        At the address mentioned in the description
                                        of the Optionee on page 1.

     in the case of Wipro to:           Wipro Limited,
                                        Doddakannelli,
                                        Sarjapur Road,
                                        Bangalore 560 035

                                        ATT'N:  Corporate Executive Vice President Finance
                                                FAX:  (91) 80 844 0051
     </TABLE>


     All such notices, communications and correspondence shall be sent and
     deemed to have been received as follows: (i) if by facsimile, upon receipt
     of the confirmation copy; and (ii) if by personal delivery, courier or
     registered, first class airmail, upon receipt or refusal of delivery. A
     Party may change the address to which notices are to be sent by a notice
     complying herewith to that effect. All notices will be in English.


7.5  WAIVER

     No failure or delay by either Party in exercising any right, power or
     remedy under this Agreement shall operate as a waiver thereof, nor shall
     any single or partial exercise of the same preclude any further exercise
     thereof or the exercise of any other right, power or remedy. Without
     limiting the foregoing, no waiver by either Party of any breach by the
     other of any provision hereof shall be deemed to be a waiver of any
     subsequent breach of that or any other provision hereof. If at any time any
     provision of this Agreement is or becomes illegal, invalid or unenforceable
     in any respect, the legality, validity and enforceability of the remaining
     provisions of this Agreement shall not be affected or impaired thereby.


7.6  EXPENSES

     Except as otherwise specifically provided for in the Agreement, each Party
     shall bear its respective expenses, costs and fees (including attorneys',
     auditors' and financing commitment fees) in connection with the
     transactions contemplated hereby, including the preparation, execution and
     delivery of this Agreement.


7.7  ARBITRATION

     If any disputes, differences, or questions arise in respect of this letter
     or the subject matter hereof, the same shall be settled by arbitration in
     accordance with the Arbitration and Conciliation Act, 1996 by a sole
     arbitrator.

     The arbitration shall take place in Bangalore and shall be conducted in
     English.

     During the arbitration, all Parties shall continue to fulfill their
     respective obligations under this Agreement except for such obligations and
     other matters which are the subject of the arbitration.

                                                                               7
<PAGE>
     The arbitral award shall be in writing, state the reasons for the award,
     and be final and binding on the Parties concerned. The award may include an
     award of costs, including reasonable attorneys' fees and disbursements.


7.8  TITLE, CAPTIONS AND HEADINGS

     The titles, captions and headings contained in this Agreement are inserted
     for the convenience of reference only and are not intended to affect in any
     way the construction or interpretation of this Agreement.


7.9  BINDING EFFECT

     This Agreement shall be binding upon and inure to the benefit of the
     Parties and their respective heirs, successors, permitted assigns,
     executors and administrators of the Parties hereto.


7.10 CONFIDENTIALITY

     The Seller shall maintain the confidentiality of Confidential Information
     in accordance with procedures adopted by the Seller and shall not disclose
     to any third party or use the same for any purpose whatsoever, provided
     that the Seller may deliver or disclose Confidential Information to (i) any
     Governmental authority having jurisdiction over the Seller to the extent
     required by law, or (ii) any other person to which such delivery or
     disclosure may be necessary or appropriate (A) to effect compliance with
     any Law applicable to such Party, (B) in response to any subpoena or other
     legal process, or (C) in connection with any litigation to which such Party
     is a party, provided further that, at the time of such disclosure as above,
     its shall provide the Purchaser with prompt written notice thereof so that
     the Purchaser may seek (with the cooperation and reasonable efforts of the
     Seller) a protective order, confidential treatment or other appropriate
     remedy, and in any event shall furnish only that portion of the information
     reasonably necessary for the purpose at hand, and shall exercise reasonable
     efforts to obtain reliable assurance that confidential treatment will be
     accorded such information to the extent reasonably requested by the
     Purchaser.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective the date
first mentioned above.

     SIGNED BY                                      )
     OPTIONEE BEING                                 )
     In the presence of                             )

                                                                               8
<PAGE>
     SIGNED BY                                      )
     For and on behalf of                           )
     WIPRO LIMITED                                  )

     In the presence of                             )

     SIGNED BY                                      )
     For and on behalf of                           )
     SPECTRAMIND ESERVICES PRIVATE LIMITED          )

     In the presence of                             )

                                                                               9