EXHIBIT 10.19
AMENDED AND RESTATED CONSULTING AGREEMENT
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 Jerry A. Greenberg
(“Greenberg”).
WHEREAS, Greenberg 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,
Greenberg has provided consulting services to Sapient, from time to
time, under the Consulting Agreement between Sapient and Greenberg
dated as of the Resignation Date (the “Initial Consulting
Agreement”); and
WHEREAS, Greenberg has provided
valuable insight and input to the Company pursuant to the Initial
Consulting Agreement; and
WHEREAS, Sapient desires that
Greenberg 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, Greenberg 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 Greenberg as a
consultant to Sapient, and Greenberg 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,
Greenberg 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
Greenberg’s other business and personal commitments, at times
mutually determined by Sapient and Greenberg. 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
Greenberg shall be responsible solely to him for delivering the
Services.
4.
Place of Performance; Executive Assistant; Independent
Contractor Status . Greenberg shall perform the Services at
such locations as are reasonably acceptable to both him and
Sapient. Greenberg shall be entitled to utilize the service, as may
be reasonably requested by Greenberg and on an “as available
basis,” of his former executive assistant or, if such
executive assistant leaves the
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employ
of Sapient or is terminated, a replacement executive assistant
having comparable qualifications. Greenberg 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 Greenberg, 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, Greenberg 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 Greenberg at
actual cost for all business expenses reasonably incurred by him in
connection with his performance of the Services..
(c)
Group Medical Benefits . Greenberg shall be entitled to
continue any existing group medical benefits