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AMENDED AND RESTATED CONSULTING AGREEMENT

Consulting Services Agreement

AMENDED AND RESTATED CONSULTING AGREEMENT | Document Parties: Sapient Corporation You are currently viewing:
This Consulting Services Agreement involves

Sapient Corporation

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Title: AMENDED AND RESTATED CONSULTING AGREEMENT
Governing Law: Massachusetts     Date: 2/29/2008
Industry: Computer Services     Sector: Technology

AMENDED AND RESTATED CONSULTING AGREEMENT, Parties: sapient corporation
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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

 
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