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Exhibit 10.10
CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Agreement"), dated as of October 16,
2006
("Effective Date"), between Sapient Corporation, a Delaware
corporation
("Sapient"), and Jerry A. Greenberg ("Greenberg").
WHEREAS, Greenberg co-founded Sapient, has served as Chief
Executive
Officer and Co-Chairman of the Board of Sapient and has
contributed enormously
to the success of Sapient since its inception;
WHEREAS, Greenberg has resigned from the positions of Chief
Executive
Officer and Co-Chairman of the Board of Sapient and as member of
the Board of
Sapient; and
WHEREAS, Sapient desires to induce Greenberg to maintain a role
with
Sapient;
NOW THEREFORE, in order to effect the foregoing, the parties
hereto are
entering into this consulting 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 (the "Term") shall commence
as
of the date hereof and terminate on the first anniversary of the
date hereof and
shall be automatically renewed for successive one year periods
unless otherwise
terminated by either party pursuant to Section 9.
3. Duties. From time to time during the Term, Greenberg shall
render
services hereunder, to the extent and at times mutually
determined by Sapient
and Greenberg ("Services"). Such Services may include, but are
not limited to,
providing consulting services to Sapient in respect of (a)
long-term strategic
planning, (b) ongoing client relations, (c) business development
(including
recruiting and retaining talented executives) and (d) the
evaluation of possible
future strategic acquisitions.
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4. Place of Performance/Computer/Executive Assistant.
Greenberg
shall perform his duties and conduct his business at such
locations as are
reasonably acceptable to him and Sapient. In order to permit
Greenberg to render
services hereunder and for such other uses he may choose,
Sapient hereby agrees
to transfer to Greenberg all right, title and interest in the
laptop computer
previously provided to him by Sapient; provided, however, that
(i) Sapient's
obligation to transfer the laptop computer is conditioned upon
its ability,
after the use of its reasonable best efforts, to acquire the
appropriate
software licenses necessary to permit the transfer and (ii)
prior to such
transfer, Sapient shall have the right to make a copy (or an
"image") of the
hard drive of the laptop computer. Greenberg shall also be
entitled to continue
to utilize the service of his current executive assistant or, if
such executive
assistant leaves the employ of Sapient or is terminated, a
replacement executive
assistant having comparable qualifications.
5. Compensation.
(a) Hourly Consulting Fee. During the Term, Sapient shall
pay
to Greenberg, as compensation for the services to be performed
by Greenberg
hereunder, an hourly consulting fee of $750.00; provided,
however, Sapient shall
be under no obligation to pay Greenberg for Services totaling
more than 100
hours per calendar month unless Greenberg has received the prior
authorization
of Sapient's Chief Executive Officer to provide Services in
excess of 100 hours
during such calendar month. Sapient shall remit payment to
Greenberg for such
services within thirty (30) days of receipt of an invoice for
such services from
Greenberg. In the event this Agreement is terminated pursuant to
Section 9,
Greenberg shall be entitled to receive any unpaid consulting
fees, or other
expenses for which reimbursement is provided for herein, within
thirty (30) days
after the date of termination. Greenberg shall not be an
employee of Sapient but
shall be an independent co
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