Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement is made as of the latest date indicated below between iGATE
Capital Corporation, a Pennsylvania corporation (hereinafter called the
"Company") and the undersigned employee, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (hereinafter called
the "Executive").
WHEREAS, this Agreement is a term and condition of Executive's continued
employment and is made in consideration for such employment, wages and benefits
offered to Executive contemporaneously with this Agreement and for the grant of
a restricted stock award offered to Executive; and
WHEREAS, this Agreement is necessary for the protection of Company's
legitimate and protectible business interests in its customers, prospective
customers, accounts and confidential, proprietary and trade secret information.
NOW THEREFORE, for the consideration set forth herein, the receipt and
sufficiency of which are acknowledged by the parties, and intending to be
legally bound hereby, Company and Executive agree as follows:
1. DEFINITIONS. As used herein:
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(a) "Company" shall mean iGATE Capital Corporation and any affiliate
or joint venture of iGATE Capital Corporation including any direct or indirect
parent or subsidiary of iGATE Capital Corporation, as well as any of their
respective operating divisions.
(b) "Confidential Information" shall include, but is not necessarily
limited to, any information which may include, in whole or part, information
concerning Company's accounts, sales, sales volume, sales methods, sales
proposals, customers or prospective customers, prospect lists, Company manuals,
formulae, products, processes, methods, financial information or data,
compositions, ideas, improvements, inventions, research, computer programs,
computer related information or data, system documentation, software products,
patented products, copyrighted information, know how and operating methods and
any other trade secret or proprietary information belonging to the Company or
relating to the Company's affairs that is not public information.
(c) "Customer(s)" shall mean any individual, corporation,
partnership, business or other entity, whether for-profit or not-for-profit (i)
whose existence and business is known to Executive as a result of Executive's
access to the Company's business information, Confidential Information, customer
lists or customer account information; (ii) that is a business entity or
individual with whom the Company has contracted or negotiated during the one (1)
year period preceding the termination of Executive's employment; or (iii) who is
or becomes a prospective client, customer or acquisition candidate of the
Company during the period of Executive's employment.
(d) "Competing Business" shall mean any individual, corporation,
partnership, business or other entity which operates or attempts to operate a
business which provides, designs, develops, markets, engages in, invests in,
produces or sells any products, services, or businesses which are the same or
similar to those produced, marketed, invested in or sold by the Company.
2. DUTIES. Executive, who is employed as an at-will employee in the
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position set forth on Schedule A hereof as of the date of this Agreement, agrees
to be responsible for such duties as are commensurate with and required by such
position and any other duties as may be assigned to Executive by Company from
time to time. Executive further agrees to perform Executive's duties in a
diligent, trustworthy, loyal, businesslike, productive, and efficient manner and
to use Executive's best efforts to advance the business and goodwill of Company.
Executive further agrees to devote all of Executive's business time, skill,
energy and attention exclusively to the business of the Company and to comply
with all rules, regulations and procedures of the Company. During the term of
this Agreement, Executive will not engage in any other business for Executive's
own account or accept any employment from any other business entity, or render
any services, give any advice or serve in a consulting capacity, whether
gratuitously or otherwise, to or for any other person, firm or corporation,
other than as a volunteer for charitable organizations, without the prior
written approval of Company, which shall not be unreasonably withheld.
3. COMPENSATION. Executive's annual base salary and other compensation
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as of the date of this Agreement are as set forth on Schedule A hereto. Said
wages and compensation are subject to being reviewed and modified annually by
the Company. The Company shall be entitled to withhold from any payments to
Executive pursuant to the provisions of this Agreement any amounts required by
any applicable taxing or other authority, or any amounts loaned to Executive by
the Company.
4. BENEFITS. Executive is eligible for the standard Company benefits
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which the Company may modify from time to time. Executive is also entitled to
four (4) weeks of paid vacation per year. In addition, the Company will also
allow Executive paid time off and the reimbursement of actual costs of Executive
obtaining forty (40) hours of continuing education credits in order to maintain
Executive's CPA certificate in the Commonwealth of Pennsylvania.
5. RESTRICTED STOCK AWARD.
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(a) Subject to the terms and conditions of this Agreement, the
Company shall grant Employee a Restricted Stock Award in the amount of One
Hundred Fifty Thousand (150,000) shares (the "Restricted Stock") of common stock
of the Company pursuant to the Company's Stock Incentive Plan (the "Plan") as
currently in effect. The effective date of this grant shall be April 2, 2001.
Initially, all such shares of Restricted Stock shall be Unvested Restricted
Stock (as defined in the Plan). As such, Executive shall have the benefit of the
rights associated with the shares subject to the Restricted Stock Award as
described in Section 10 of the Plan and shall be bound by the restrictions of
transferability set forth therein. The shares of Unvested Restricted Stock shall
become vested and no longer subject to a risk of forfeiture in accordance with
the vesting schedule as shown on Schedule B. However, the entire amount of the
Unvested Restricted Shares shall accelerate and become immediately vested: (i)
upon a sale
-2- (Initial _____)
or transfer of fifty percent (50%) or more of the then outstanding shares of
capital stock of the Company (a "Change In Control Event"), provided, the
Company's obligations with respect to Executive's Restricted Stock are not
continued or otherwise assumed on similar terms by the Company or any successor
thereof: or (ii) following a Change In Control Event, on the date of termination
of Executive's employment by the Company or any successor thereof for any
reason, provided such termination occurs prior to the one year anniversary of
the date of the Change In Control Event.
(b) For the purpose of addressing any tax withholding
obligation that may arise in connection with the Restricted Stock Award, the
Company agrees to make available to Executive a loan of up to forty (40%)
percent of the fair market value of the stock grant as determined by the closing
price of the stock as of Friday, March 30, 2001. Any such loan shall be full
recourse, shall bear interest at the commercial lending rate then being used by
PNC Bank, N.A. and shall be secured by a pledge of the shares subject to the
Restricted Stock Award. The principal amount of the loan shall be due and
payable no later than December 31, 2003 or, in the event that Executive's
employment is terminated by the Company for any reason, on the date of
termination of Executive's employment with the Company, and the Company may
reduce the Severance Benefit owed to Employee by an amount sufficient to satisfy
this payment. No less than forty (40%) of any gross proceeds realized by
Executive from the sale of any shares of stock granted pursuant to the
Restricted Stock Award shall be applied by Executive toward the principal of the
loan. The interest on the loan will be paid by Executive at the end of every
quarter beginning on June 30, 2001.
6. POLICIES AND PRACTICES. Executive agrees to abide by all Company
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rules, regulations, policies, practices and procedures which the Company may
amend from time to time.
7. AGREEMENT NOT TO COMPETE. In order to protect the business interests
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and good will of the Company with respect to Customers and accounts, and to
protect Confidential Information, Executive covenants and agrees that for the
entire period of time that this Agreement remains in effect, and for a period of
one (1) year after termination of Executive's employment for any reason,
Executive will not:
(a) directly or indirectly contact any Customer of the Company for
the purpose of soliciting such Customer to purchase, lease or license a product
or service that is the same as, similar to, or in competition with those
products and/or services made, rendered, offered or under development by
Company;
(b) directly or indirectly employ, or knowingly permit any company or
business directly or indirectly controlled by Executive to employ any person who
is employed by Company at any time during the term of this Agreement, or in any
manner facilitate the leaving of any such person from his or her employment with
Company;
(c) directly or indirectly interfere with or attempt to disrupt the
relationship, contractual or otherwise, between the Company and any of its
employees or solicit, induce, or attempt to induce employees of the Company to
terminate employment with the Company and
-3- (Initial _____)
become self-employed or employed with others in the same or similar business or
any product line or service provided by Company; or
(d) directly or indirectly engage in any activity or business as a
consultant, independent contractor, agent, employee, officer, partner, director
or otherwise, alone or in association with any other person, corporation or
other entity, in any Competing Business operating within the United States or
any other country where the Executive has worked and/or conducted business for
the Company within the one (1) year period prior to the termination of
Executive's employment.
Executive acknowledges that the Company is engaged in business
throughout the United States, as well as in other countries and that the
marketplace for the Company's products and services is worldwide. Executive
further covenants and agrees that the geographic, length of term and types of
activities restrictions (non-competition restrictions) contained in this
Agreement are reasonable and necessary to protect the legitimate business
interests of the Company because of the scope of the Company's business.
In the event that a court of competent jurisdiction shall determine
that one or more of the provisions of this Paragraph 7 is so broad as to be
unenforceable, then such provision shall be deemed to be reduced in scope or
length, as the case may be, to the extent required to make this Paragraph
enforceable. If the Executive violates the provisions of this Paragraph 7, the
periods described therein shall be extended by that number of days which equals
the aggregate of all days during which at any time any such violations occurred.
Executive acknowledges that the offer of employment by the Company, or any other
consideration offered for signing this agreement, is sufficient consideration
for Executive's agreement to the restrictive covenants set forth in this
Paragraph 7. Executive agrees that Executive's signing of an Employment
Agreement containing the restrictive covenants set forth herein was a condition
precedent to Executive's continued employment with Company.
8. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. The Executive
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termination of such employment, not to communicate or divulge to any person,
firm, corporation or business entity, either directly or indirectly, and to hold
in strict confidence for the benefit of the Company, all Confidential
Information except that Executive may disclose such Information to persons,
firms or corporations who need to know such Information during the course and
within the scope of Executive's employment. Executive will not use any
Confidential Information for any purpose or for Executive's personal benefit
other than in the course and within the scope of Executive's employment.
Executive agrees to sign and abide by the terms and conditions of Company's
Confidential Information and Intellectual Property Protection Agreement, a copy
of which is attached hereto as Schedule C and incorporated as though fully set
forth herein.
9. TERMINATION. This Agreement may be terminated by either party with or
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without cause under the following conditions:
-4- (Initial _____)
(a) With Cause Termination. Executive may be terminated from
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employment with "cause". "Cause" shall mean (i) the commission of a crime
involving moral turpitude, theft, fraud or deceit; (ii) conduct which brings the
Company or any of its related entities into public disgrace or disrepute, (iii)
substantial or continued unwillingness to perform duties as reasonably directed
by Executive's supervisors or the Board of Directors; (iv) gross negligence or
deliberate misconduct; (v) any material breach of paragraphs 7 or 8 of this
Agreement, or Executive's Confidential Information and Intellectual Property
Protection Agreement; or (vi) Executive's own voluntary separation from
employment. Upon the occurrence of (ii), (iii) or (iv) above, the Company must
give thirty (30) days prior written notice to Executive stating the reason for
such termination and shall provide Executive an opportunity to remedy or cure
such cause during this thirty day (30) period provided that such cause can be
satisfactorily remedied or cured. If such cause is not remedied or cured during
this period, Company may terminate Executive's employment immediately. In the
event that Executive is terminated with "cause", the Company may immediately
cease payment of any further wages, benefits or other compensation hereunder.
Executive acknowledges that Executive has continuing obligations under this
Agreement including, but not limited to Paragraphs 7 and 8, in the event that
Executive is terminated with cause. Executive agrees to provide Company with
thirty (30) days notice should Executive voluntarily decide to separate from
Executives employment.
(b) Without Cause. In the event that Executive's employment is
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terminated without cause, Executive will be paid six (6) months severance
("Severance Period") at Executive's last base salary, plus Executive's accrued
and unused vacation time. However, if a Change in Control Event occurs,
Executive's Severance Period shall be twelve (12) months at Executive's last
base salary plus Executive's accrued and unused vacation time. The payments
referenced herein, less appropriate deductions, will be paid as salary
continuation pursuant to the Company's regular schedule and payroll practices.
However, the accrued and unused vacation time will be paid in full within 30
days of the termination date. Executive shall also be entitled to continued
vesting during the Severance Period. Executive shall also be entitled to
continue in the Company's health, dental, vision and life insurance plans at the
same benefit level existing at the time of employment termination during the
Severance Period. In the event that Executive obtains employment with another
employer during the Severance Period and said new employer provides similar
benefits, Executive's right to receive further benefits (excluding salary and
vesting of options) shall terminate upon receipt of said benefits from
Executive's new employer. Executive shall not be entitled to any salary or
benefits other than those stated herein. Executive acknowledges Executive's
continuing obligations under this Agreement including, but not limited to
Paragraphs 7, and 8, in the event that Executive is terminated without cause.
Executive further acknowledges that the payment of any severance under this
Agreement is conditioned upon Executive first signing an agreement and release
of all claims against the Company in a form similar to the one attached hereto
as Schedule D.
10. TERM. Executive's employment shall continue from year to year or
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until such employment is terminated in accordance with the provisions of
Paragraph 9.
11. EQUITABLE RELIEF; FEES AND EXPENSES. Executive stipulates and agrees
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that any breach of this Agreement by Executive will result in immediate and
irreparable harm to the Company, the amount of which will be extremely difficult
to ascertain, and that Company
-5- (Initial _____)
could not be reasonably or adequately compensated by damages in an action at
law. For these reasons, the Company shall have the right, without objection from
Executive, to obtain such preliminary, temporary or permanent injunctions or
restraining orders or decrees as may be necessary to protect the Company
against, or on account of, any breach by Executive of the provisions of this
Agreement without the need to post bond. Such right to equitable relief is in
addition to all other legal remedies Company may have to protect its rights. In
the event the Company obtains any such injunction, order, decree or other
relief, in law or in equity, Executive shall be responsible for reimbursing the
Company for all costs associated with obtaining the relief, including reasonable
attorneys' fees, and expenses and costs of suit. Executive further covenants and
agrees that any other of court or judgment obtained by the Company which
enforces the Company's rights under this Agreement may be transferred, without
objection or opposition by the Executive, to any court of law or other
appropriate law enforcement body located in any other state in the U.S.A. or any
other country in the world where Company does business, and that said court or
body shall give full force and effect to said order and or judgment.
12. EMPLOYMENT DISPUTE SETTLEMENT PROCEDURE-WAIVER OF RIGHTS. In
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consideration of the Company employing Executive and the wages and benefits
provided under this Agreement, Executive and the Company each agree that, in the
event either party (or its representatives, successors or assigns) brings an
action in a court of competent jurisdiction relating to Executive's recruitment,
employment with, or termination of employment from the Company, the plaintiff in
such action agrees to waive his, her or its right to a trial by jury, and
further agrees that no demand, request or motion will be made for trial by jury.
In consideration of the Company employing Executive, and the wages and
benefits provided under this Agreement, Executive further agrees that, in the
event that Executive seeks relief in a court of competent jurisdiction for a
dispute covered by this Agreement, the Company may, at any time within 60 days
of the service of Executive's complaint upon the Company, at its option, require
all or part of the dispute to be arbitrated by one arbitrator in accordance with
the rules of the American Arbitration Association. Executive agrees that the
option to arbitrate any dispute is governed by the Federal Arbitration Act, and
is fully enforceable. Executive understands and agrees that, if the Company
exercises its option, any dispute arbitrated will be heard solely by the
arbitrator, and not by a court. The parties agree that the prevailing party
shall be entitled to have all of their legal fees paid by the non-prevailing
party. This pre-dispute resolution agreement will cover all matters directly or
indirectly related to Executive's recruitment, employment or termination of
employment by the Company; including, but not limited to, claims involving laws
against any form of discrimination whether brought under federal and/or state
law, and/or claims involving co-employees, but excluding Worker's Compensation
Claims.
THE RIGHT TO A TRIAL, AND TO A TRIAL BY JURY, IS OF VALUE. YOU MAY WISH TO
CONSULT AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. IF SO, TAKE A COPY OF THIS
AGREEMENT WITH YOU. HOWEVER, YOU WILL NOT BE OFFERED EMPLOYMENT UNDER THIS
AGREEMENT UNTIL THIS AGREEMENT IS SIGNED AND RETURNED BY YOU.
-6- (Initial _____)
13. AMENDMENTS. No supplement, modification, amendment or waiver of the
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terms of this Agreement shall be binding on the parties hereto unless executed
in writing by the party to be bound thereby. No waiver of any of the provisions
of this Agreement shall be deemed to or shall constitute a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided. Any failure to insist
upon strict compliance with any of the terms and conditions of this Agreement
shall not be deemed a waiver of any such terms or conditions.
14. ACKNOWLEDGMENTS OF EXECUTIVE. Executive hereby acknowledges and
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agrees that: (a) this Agreement is necessary for the protection of the
legitimate business interests of the Company; (b) the restrictions contained in
this Agreement may be enforced in a court of law whether or not Executive is
terminated with or without cause or for performance related reasons; (c)
Executive has no intention of competing with the Company within the limitations
set forth above; (d) Executive has received adequate and valuable consideration
for entering into this Agreement; (e) Executive's covenants shall be construed
as independent of any other provision in this Agreement and the existence of any
claim or cause of action Executive may have against the Company, whether
predicated on this Agreement or not, shall not constitute a defense to the
enforcement by Company of these covenants; and (f) the execution and delivery of
this Agreement is a mandatory condition precedent to the Executive's receipt of
the consideration provided herein.
15. FULL UNDERSTANDING. Executive acknowledges that Executive has been
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afforded the opportunity to seek legal counsel, that Executive has carefully
read and fully understands all of the provisions of this Agreement and that
Executive, in consideration for the compensation set forth herein, is
voluntarily entering into this Agreement.
16. ENTIRE AGREEMENT. This Agreement supercedes all prior agreements,
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written or oral, between the parties hereto concerning the subject matter
hereof.
17. SEVERABILITY. Whenever possible, each provision of this Agreement
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shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. The
restrictive covenants stated herein may be read as if separate and apart from
this Agreement and shall survive the termination of Executive's employment with
Company for any reason.
18. OTHER AGREEMENTS. Executive represents and warrants that Executive is
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not a party to or otherwise subject to or bound by the terms of any contract,
agreements or understandings that would affect Executive's right or abilities to
perform under this Agreement. Executive specifically represents that Executive
will not use any confidential information obtained from Executive's prior
employer(s) in the performance of Executive's duties herein and is not subject
to any other restrictive covenants or non-competition agreements.
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19. CHOICE OF LAW, JURISDICTION AND VENUE. The parties agree that this
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Agreement shall be deemed to have been made and entered into in Allegheny
County, court or arbitrator geographically located in Allegheny County,
Pennsylvania. The Executive hereby waives any objections to the jurisdiction and
venue of the courts in or for Allegheny County, Pennsylvania, including any
objection to personal jurisdiction, venue, and/or forum non-conveniens, in any
proceeding by the Company to enforce its rights hereunder filed in or for
Allegheny County, Pennsylvania. Executives from a forum or court not located in
Allegheny County, Pennsylvania.
20. SUCCESSORS IN INTEREST. This Agreement shall be binding upon and
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shall inure to the benefit of the successors, assigns, heirs and legal
representatives of the parties hereto. The Company shall have the right to
assign this Agreement in connection with a merger, consolidation or
restructuring involving the Company, or a sale or transfer of the business
and/or any assets of the Company, and Executive agrees to be obligated by this
Agreement to any successor, assign or surviving entity. Any successor to the
Company is an intended third party beneficiary of this Agreement. Executive may
not assign this Agreement.
21. NOTICES. All notices, requests, demands or other communications by
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the terms hereof required or permitted to be given by one party to the other
shall be given in writing by personal delivery or by registered mail, postage
prepaid, addressed to such other party or delivered to such other party as
follows:
(a) to Company at:
▇▇▇▇▇▇ Plaza 10
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President or Chairman of the Board
(b) to the Executive at:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Executive
or at such other address as may be given by either of them to the other in
writing from time to time, and such notices, requests, demands, acceptances or
other communications shall be deemed to have been received when delivered or, if
mailed, three (3) Business Days after the day of mailing thereof; provided that
if any such notice, request, demand or other communication shall have been
mailed and if regular mail service shall be interrupted by strikes or other
irregularities, such notices, requests, demands or other communications shall be
deemed to have been received when delivered or, if mailed, three (3) Business
Days from the day of the resumption of normal mail service.
-8- (Initial _____)
22. COUNTERPARTS; TELECOPY. This Agreement may be executed in
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counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument. Delivery of executed
signature pages by facsimile transmission will constitute effective and binding
execution and delivery of this Agreement.
23. HEADINGS. The headings used in this Agreement are for convenience
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only and are not to be considered in construing or interpreting this Agreement.
24. DRAFTER PROVISION. The parties agree that they have both had the
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opportunity to review and negotiate this Agreement, and that any inconsistency
or dispute related to the interpretation of any of the provisions of this
Agreement shall not be construed against either party.
25. SURVIVABILITY. The terms of this Agreement survive the termination of
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Executive's employment with Company for any reason.
I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE
PROVISIONS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY ENTERING INTO THIS
AGREEMENT.
iGATE CAPITAL CORPORATION: EXECUTIVE:
By:
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Date: Date:
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Witness: Witness:
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Date: Date:
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-9- (Initial _____)
Schedule A
1. Position: Senior Vice President and Chief Financial Officer of iGATE
Capital Corporation (the "Company"), reporting directly to the CEO and
President of the Company.
2. Base Salary: $300,000 (Three hundred thousand dollars) per annum from April
1, 2001 through December 31, 2002. Thereafter, Executive's base salary
shall be determined in good faith by the Company's Board of Directors and
the CEO or President.
3. Bonus: $75,000 (Seventy five thousand dollars) per annum from April 1, 2001
through December 31, 2002. One hundred percent (100%) of the bonus is
contingent and will be based upon the attainment of revenue and operating
margin targets of the Company. The bonus will be paid quarterly throughout
the period on or before the last day of the month following the close of a
quarter and will be calculated on a cumulative calendar year basis.
4. Expenses: The Company will reimburse all properly documented business
expenses reasonably related to Executive's performance of Executive's
duties hereunder.
5. Stock Options: Executive's current stock options pursuant to the iGATE
Capital Corporation Amended and Restated Stock Incentive Plan and the
Executive's Stock Option Agreements shall remain in full force and effect,
including their original vesting schedule.
BY: iGATE Capital Corporation BY:
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ / CEO ▇▇▇▇▇▇▇ ▇▇▇▇▇
Schedule B
Vesting of Restricted Stock
Number of Shares Remaining
that become Number of Restricted
Vesting Date Unrestricted Shares
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April 30, 2001 # 4,550 #145,450
May 31, 2001 4,550 140,900
June 30, 2001 4,550 136,350
July 31, 2001 4,550 131,800
August 31, 2001 4,550 127,250
September 30, 2001 4,550 122,700
October 31, 2001 4,550 118,150
November 30, 2001 4,550 113,600
December 31, 2001 4,550 109,050
January 31, 2002 4,550 104,500
February 28, 2002 4,550 99,950
March 31, 2002 4,550 95,400
April 30, 2002 4,550 90,850
May 31, 2002 4,550 86,300
June 30, 2002 4,550 81,750
July 31, 2002 4,550 77,200
August 31, 2002 4,550 72,650
September 30, 2002 4,550 68,100
October 31, 2002 4,550 63,550
November 30, 2002 4,550 59,000
December 31, 2002 4,550 54,450
January 31, 2003 4,550 49,900
February 28, 2003 4,550 45,350
March 31, 2003 4,550 40,800
April 30, 2003 4,550 36,250
May 31, 2003 4,550 31,700
June 30, 2003 4,550 27,150
July 31, 2003 4,550 22,600
August 31, 2003 4,550 18,050
September 30, 2003 4,550 13,500
October 31, 2003 4,550 8,950
November 30, 2003 4,550 4,400
December 31, 2003 4,400 0
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Grand Total #150,000
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