Exhibit 99.1
AMENDED AND RESTATED CONSULTING AGREEMENT
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AMENDED AND RESTATED CONSULTING AGREEMENT (the "Agreement"), dated as
of November 8, 2007 (the "Effective Date"), between Sapient Corporation, a
Delaware corporation ("Sapient" or the "Company"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇▇").
WHEREAS, ▇▇▇▇▇▇▇▇▇ co-founded Sapient and served as Chief Executive
Officer and Co-Chairman of the Board of Sapient from its inception until October
16, 2006 (the "Resignation Date") and contributed enormously to the success of
Sapient since its inception;
WHEREAS, since the Resignation Date, ▇▇▇▇▇▇▇▇▇ has provided consulting
services to Sapient, from time to time, under the Consulting Agreement between
Sapient and ▇▇▇▇▇▇▇▇▇ dated as of the Resignation Date (the "Initial Consulting
Agreement"); and
WHEREAS, ▇▇▇▇▇▇▇▇▇ has provided valuable insight and input to the
Company pursuant to the Initial Consulting Agreement; and
WHEREAS, Sapient desires that ▇▇▇▇▇▇▇▇▇ continue as a consultant to
Sapient with respect to providing the Company certain strategic advice and
believes that his provision of such consulting services is in the best interests
of the Company's stockholders; and
WHEREAS, ▇▇▇▇▇▇▇▇▇ believes in the Company's market positioning and
long-term growth potential, and desires to provide such consulting services;
NOW THEREFORE, in order to effect the foregoing, the parties hereto are
entering into this Agreement upon the terms and subject to the conditions set
forth below. Accordingly, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. General. Sapient hereby agrees to engage ▇▇▇▇▇▇▇▇▇ as a
consultant to Sapient, and ▇▇▇▇▇▇▇▇▇ hereby agrees to perform consulting
services for Sapient on the terms and conditions set forth herein.
2. Term. The term of this Agreement shall commence as of the date
hereof (the "Effective Date") and terminate on the second anniversary of the
Effective Date, unless otherwise terminated by either party pursuant to Section
9 (the "Term").
3. Duties; Responsibility. From time to time during the Term,
▇▇▇▇▇▇▇▇▇ shall render consulting services hereunder with respect to providing
strategic advice to the Company (the "Services"). The Services shall be
performed, as may be reasonably requested by Sapient and taking into account
▇▇▇▇▇▇▇▇▇'▇ other business and personal commitments, at times mutually
determined by Sapient and ▇▇▇▇▇▇▇▇▇. The Services may include, but are not
limited to, advising Sapient in respect of strategic planning and market
positioning, among other matters. The Services shall be performed only at the
request of, and under the direction of, the Company's Chief Executive Officer,
and ▇▇▇▇▇▇▇▇▇ shall be responsible solely to him for delivering the Services.
4. Place of Performance; Executive Assistant; Independent Contractor
Status. ▇▇▇▇▇▇▇▇▇ shall perform the Services at such locations as are reasonably
acceptable to both him and Sapient. ▇▇▇▇▇▇▇▇▇ shall be entitled to utilize the
service, as may be reasonably requested by ▇▇▇▇▇▇▇▇▇ and on an "as available
basis," of his former executive assistant or, if such executive assistant leaves
the employ of Sapient or is terminated, a replacement executive assistant having
comparable qualifications. ▇▇▇▇▇▇▇▇▇ shall not be an employee of Sapient but
shall be an independent contractor.
5. Compensation.
(a) Annual Retainer; Responsibility for Taxes. During the Term,
Sapient shall pay to ▇▇▇▇▇▇▇▇▇, as compensation for the Services, a consulting
fee of Two Hundred Thousand Dollars (USD $200,000) per year (the "Annual
Retainer"), payable in equal monthly installments on the monthly anniversary of
the Effective Date. In the event this Agreement is terminated pursuant to
Section 9 prior to the second anniversary of the Effective Date, the Annual
Retainer shall be prorated through the date of such termination. As an
independent contractor, ▇▇▇▇▇▇▇▇▇ shall be responsible for payment of all taxes
for remuneration received under this Agreement, including Federal and State
income tax, Social Security tax, Unemployment Insurance tax, and any other taxes
or business license fees as required.
(b) Business Expenses. Sapient shall reimburse ▇▇▇▇▇▇▇▇▇ at
actual cost for all business expenses reasonably incurred by him in connection
with his performance of the Services.
(c) Group Medical Benefits. ▇▇▇▇▇▇▇▇▇ shall be entitled to
continue any existing group medical benefits he may have elected under Section
5(c) of the Initial Consulting Agreement, subject to the terms thereof.
6. Confidential Information/Documents.
(a) ▇▇▇▇▇▇▇▇▇ agrees that any material nonpublic information
concerning the business and affairs of Sapient ("Confidential Information")
shall be treated by ▇▇▇▇▇▇▇▇▇ in full confidence and shall not be revealed to
any other individual, partnership, company or other organization except: (i) to
those third parties who have independently been granted lawful possession of
such Confidential Information by the Company (through no wrongdoing on the part
of such third party or any agent of Sapient); (ii) to those legal, financial and
tax advisers to ▇▇▇▇▇▇▇▇▇ who have a "need to know" such Confidential
Information in the performance of their duties to ▇▇▇▇▇▇▇▇▇, provided that such
advisers hold such Confidential Information in accordance with the provisions of
Section 6 of this Agreement; or (iii) as may be required by law, as directed by
any regulatory authority or by order of any court. Prior to disclosing any
Confidential Information to a court or other governmental authority, ▇▇▇▇▇▇▇▇▇
shall notify Sapient so that Sapient may protect any rights it may have,
including by seeking a protective order or other appropriate remedy or relief.
(b) ▇▇▇▇▇▇▇▇▇ shall comply with the policies and procedures of
Sapient for protecting Confidential Information, including but not limited
policies and procedures therefor stated in the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy
(General), and shall not use any Confidential Information for his own benefit or
gain. For the avoidance of doubt, the parties acknowledge and agree that
▇▇▇▇▇▇▇▇▇'▇ entry into this Agreement shall not cause him to become subject to
the Sapient Trading "Blackout" Policy.
(c) All documents, records, tapes and other media of every kind
and description relating to the business, present or otherwise, of Sapient and
any copies, in whole or in part, thereof, which ▇▇▇▇▇▇▇▇▇ possesses or controls
during any portion of the Term in connection with the Services (the
"Documents"), whether or not prepared by ▇▇▇▇▇▇▇▇▇, shall be the sole and
exclusive property of Sapient. ▇▇▇▇▇▇▇▇▇ shall safeguard all Documents and shall
surrender to Sapient at the expiration or termination of this Agreement, or at
such earlier time or times as the Chief Executive Officer or his designee may
specify, all Documents then in ▇▇▇▇▇▇▇▇▇'▇ possession or control. For the
avoidance of doubt, the parties acknowledge and agree that personal files and
documents unrelated to the business of Sapient are not Documents, even if such
files and documents may have been transmitted via the e-mail address provided to
▇▇▇▇▇▇▇▇▇ as an independent contractor to the Company.
(d) The provisions of Section 6 of this Agreement shall
continue to apply after the Term of this Agreement (regardless of the reason for
the Term's expiration or termination).
7. Restrictive Covenants. ▇▇▇▇▇▇▇▇▇ shall not, during the Term,
without the prior written approval of the Chief Executive Officer and the
Chairman of the Company's Board of Directors, directly or indirectly become an
officer, employee, agent, partner or director of, or serve as a consultant for
any other business that competes with Sapient and shall not undertake any
planning for any business competitive with Sapient.
8. Successors; Binding Agreement.
(a) This Agreement shall be binding on Sapient's successors,
and Sapient shall require any successor to all or substantially all of the
business or assets of Sapient to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that Sapient would be
required to perform it if no such succession had taken place. Except pursuant to
the foregoing sentence, neither ▇▇▇▇▇▇▇▇▇ nor Sapient shall be permitted to
assign this Agreement or any rights or obligations hereunder.
(b) This Agreement and all rights of ▇▇▇▇▇▇▇▇▇ hereunder shall
inure to the benefit of and be enforceable by ▇▇▇▇▇▇▇▇▇'▇ personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. This Agreement is personal to and may not be assigned by
▇▇▇▇▇▇▇▇▇.
9. Termination. ▇▇▇▇▇▇▇▇▇'▇ engagement as a consultant hereunder and
the Term may be terminated by either Sapient or ▇▇▇▇▇▇▇▇▇ at any time upon at
least 30 days' written notice to the other party hereto. The Term shall
terminate automatically on the death or Disability of ▇▇▇▇▇▇▇▇▇. "Disability"
shall mean an illness, injury or other incapacitating condition as a result of
which, in the Company's sole determination, ▇▇▇▇▇▇▇▇▇ is unable to perform the
Services required to be performed during the Term for a continuous period of
forty-five (45) days. The Company shall reimburse ▇▇▇▇▇▇▇▇▇ for expenses that
are reimbursable hereunder, within thirty (30) days after such termination date.
10. Modification; Waiver; Discharge. No provisions of this Agreement
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the parties hereto. No waiver by a
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
11. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
12. Headings. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
13. Governing Law. The validity, interpretation, construction and
performance of this Agreement and any disputes between the parties relating to
this Agreement shall be governed by the laws of the Commonwealth of
Massachusetts without regard to principles of conflicts of laws.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties regarding the subject matter hereof and supersedes all prior
agreements and understandings relating to such subject matter, including,
without limitation, the Initial Consulting Agreement, except for the following
obligations thereunder, which shall survive the termination of the Initial
Consulting Agreement: (a) ▇▇▇▇▇▇▇▇▇'▇ obligations with respect to Confidential
Information thereunder; and (b) the Company's obligations with respect to any
consulting fees or expenses due thereunder that remain unpaid on the Effective
Date of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
SAPIENT CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇