Exhibit
10.1
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”), dated
as of December 24, 2007, by and between Genpact Limited, a
Bermuda limited exempted company (the “ Company
”), and Pramod Bhasin (the “ Executive
” and, together with the Company, the “ Parties
”).
WITNESSETH:
A.
The Company desires to continue to employ the Executive, and the
Executive desires to continue to be employed by the Company, on the
terms and conditions set forth in this Agreement.
B.
The Executive acknowledges that (i) the Executive’s
employment with the Company and its affiliates has provided and
will provide the Executive with trade secrets of, and confidential
information concerning, the Company and (ii) the covenants
contained in this Agreement are essential to protect the business
and goodwill of the Company.
D.
The Executive entered into an employment agreement with Genpact
Global Holdings SICAR, a Societé
à
Responsabilité
Limitée organized as a Societé
d’Investissement en Capital à
Risque under the laws of the Grand Duchy of
Luxembourg and a subsidiary of the Company (“ GGH
”) and Genpact International Holdings, a
Societé
à
Responsabilité
Limitée under the laws of the Grand Duchy of Luxembourg
and wholly-owned subsidiary of GGH (together with GGH, the “
Prior Employers ”), dated as of July 26, 2005
(the “ Prior Employment Agreement ”), which was
assigned to and assumed by the Company as of July 13,
2007.
E.
The Parties desire to amend and restate the Prior Employment
Agreement as set forth herein.
Accordingly, in
consideration of the promises and the respective covenants and
agreements of the Parties set forth below, and intending to be
legally bound hereby, the Parties agree as follows:
Section 1.
Employment . The Company hereby continues to agree to
employ the Executive, and the Executive hereby continues to accept
such employment, on the terms and conditions set forth in this
Agreement.
Section 2.
Term . This Agreement shall be effective for a period
commencing as of January 1, 2005 (the “ Effective
Date ”) and ending on the date this Agreement and the
Executive’s employment hereunder are terminated in accordance
with the provisions of Section 8 (such period, the “
Term ”).
Section 3.
Duties, Authority, Status and Responsibilities .
(a)
The Executive shall serve as Chief Executive Officer of the
Company, as a member of the board of directors of the Company (the
“ Board ”) and in
such other
positions as the Board may from time to time reasonably determine,
subject at all times to the direction, supervision and authority of
the Board. The Executive’s duties shall include such
duties as the Board may from time to time reasonably
assign.
(b)
During the Term and except as otherwise agreed by the Company, the
Executive shall devote the Executive’s full employable time,
attention and best efforts to the business affairs of the Company
and its subsidiaries (except during vacations or illness) and will
not actively engage in outside activities, whether or not such
activity is pursued for gain, profit or other pecuniary advantage
unless such activity (and the amount thereof) is approved by the
Board; provided , however , the Executive may devote
time to personal investments, philanthropic service or other
personal matters without obtaining such Board approval. In
addition to the other titles and responsibilities described in this
Section 3, if requested by the Board, the Executive shall
serve (without additional compensation) during the Term as an
officer or director of any subsidiary of the Company.
(c)
The Company reserves the right to depute or second the Executive
during the Term to any of its affiliates or group
entities.
Section 4.
Cash Compensation .
(a)
Base Salary . Effective as of April 1, 2007, the
Executive shall receive an annual base salary (the “ Base
Salary ”) of not less than U.S.$656,000. The Base
Salary shall be payable in accordance with the customary payroll
practices of the Company for salaried employees in the
United States. The Board, or a committee thereof, shall
review the Executive’s Base Salary at such times each year
that the Board or committee reviews the compensation of other
senior executive officers.
(b)
Annual Bonus . During the Term, the Executive shall be
eligible to receive an annual cash bonus (the “ Annual
Bonus ”) in respect of each full or partial fiscal year
of the Company ending during the Term (each, a “ Fiscal
Year ”, which as of the date hereof, is the period
January 1 through December 31), with such Annual Bonus to
equal 120% of Base Salary for such Fiscal Year (or such higher
amount determined by the Board), subject to the attainment of such
performance targets as are established by the Board, or a committee
thereof, for such Fiscal Year. Any such Annual Bonus shall be
paid to the Executive on or after the first day (but in no event
later than the fifteenth day of the third month) of the Fiscal Year
following the Fiscal Year to which the Annual Bonus
relates.
(c)
Retention Bonus; IPO Bonus .
(i)
The Executive shall be entitled to receive a retention bonus (the
“ Retention Bonus ”) on January 1, 2010
(the “ Payment Date ”) in an amount equal to the
product of (A) $2,500,000 and (B) the Vested Percentage
(as defined in Section 4(c)(ii) below) as of the Payment
Date.
(ii)
Subject to the Executive’s continued employment with the
Company through the end of the applicable three-month period, the
“ Vested
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Percentage ” shall equal 5% on the date which is
three months following the Effective Date and shall be increased by
an additional 5% on the last day of each subsequent three-month
period, such that the Vested Percentage shall equal 100% on the
fifth anniversary of the Effective Date, provided ,
however , that, prior to January 1, 2010, (A) in
the event of the Executive’s termination pursuant to
Section 8(a) or 8(b), the Vested Percentage shall be
calculated as if the Executive remained employed for an additional
period of 12 months following such termination, (B) in
the event of the Executive’s termination pursuant to
Section 8(d), the Vested Percentage shall be calculated as if
the Executive remained employed for an additional period of
12 months following such termination, (C) in the event of
a Change in Control (as defined in the Company’s 2007 Omnibus
Incentive Compensation Plan (the “ Plan ”)), the
Vested Percentage shall be 100%.
(iii)
The Retention Bonus shall be paid at the Company’s election
in cash, shares of common stock of the Company (“ Common
Stock ”) or any combination thereof as soon as reasonably
practicable following the Payment Date, but in no event later than
five business days following the Payment Date. To the extent
the Retention Bonus is paid in shares of Common Stock which are not
at the time freely tradable on an established securities market,
the Executive shall have the right to direct the Company to
withhold a portion of those shares in satisfaction of all
applicable withholding taxes. For purposes of such
withholding tax obligation, the withheld shares shall be valued at
their “ Fair Market Value ” (as defined in the
Plan) as of the date such withholding tax obligation arises, and in
no event shall the withheld shares have an aggregate Fair Market
Value in excess of the minimum required tax withholding obligation
with respect to the share issuance.
(iv)
Notwithstanding any of the foregoing, in no event shall the
Executive receive any portion of the Retention Bonus if his
employment is terminated by the Company for Cause prior to the
Payment Date.
(v)
In connection with the initial public offering of the Company (the
“ IPO ”), the Executive shall be entitled to
receive a special bonus payment in an amount equal to $2,500,000
(the “ IPO Bonus ”). Payment of the IPO
Bonus shall be made in cash as soon as reasonably practicable
following January 1, 2008, but in no event later than
January 31, 2008.
Section 5.
Equity Compensation .
(a)
Option Grants . The Executive will be eligible for
option grants under the Plan or any successor thereto on and after
the date hereof; provided , that the making of any such
grants, and the terms and conditions applicable thereto, shall be
determined by the Board (or the appropriate committee thereof) in
its sole discretion.
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Section 6.
Expenses . During the Term, the Executive shall be
entitled to receive prompt reimbursement for all travel and
business expenses reasonably incurred and accounted for by the
Executive (in accordance with the policies and procedures
established from time to time by the Company) in performing
services hereunder.
Section 7.
Other Benefits .
(a)
Employee Benefits, Fringe Benefits and Perquisites .
During the Term, the Executive shall be able to participate in
employee benefit plans and perquisite and fringe benefit programs
on a basis no less favorable than such benefits and perquisites are
provided by the Company from time to time to the Company’s
other senior executives. In addition, effective
January 1, 2008 and continuing during the Term, the Executive
shall receive (i) reimbursement of the actual costs incurred
by the Executive of utilities (including telephone) related to his
primary residence and the Executive’s expenses related to his
automobile and driver and (ii) an annual amount of U.S.$60,000
to cover such other personal costs as the Executive deems
appropriate with such amount paid to the Executive in equal
installments on the date of payments of his Base Salary each
year.
(b)
Special Pension Benefit .
(i)
Normal Retirement Benefit . The Executive shall be
eligible to receive from the Company a special pension benefit (the
“ Special Pension Benefit ”), which shall be
payable in the amounts, at the times and in the forms described in
this Section 7(b).
(ii)
Unless the Executive elects otherwise in accordance with this
Section 7(b), the Special Pension Benefit shall be payable in
the form of a five-year sum certain joint and survivor life annuity
benefit (the “ Normal Benefit ”) in the annual
amount of US$ 190,000 (such annual amount, as adjusted pursuant to
this Section 7(b), the “ Annual Amount ”)
commencing on the earliest of (A) the Executive’s
separation from service with the Company (as defined in
Section 1.409A-1(h) of the Treasury Regulations
promulgated under Section 409A of the Internal Revenue Code of
1986, as amended (the “ Code ” and, such
regulations, the “ 409A Regulations ”)) that
occurs on or after the Executive’s obtaining age 60,
(B) the Executive’s death or disability (within the
meaning of Section 1.401A-3(i)(4) of the 409A
Regulations) and (C) the Executive’s attaining age 65
(such date, the “ Commencement Date ”).
Unless the Executive elects otherwise in accordance with this
Section 7(b), the Special Pension Benefit shall be paid in
equal monthly installments on the 15th day of each month beginning
with the first full month following the Commencement Date, with
each such installment equal to 1/12 of the Annual Amount,
provided , however , that if the Special Pension
Benefit becomes payable as a result of the Executive’s
separation from service with the Company (other than due to death
or disability) at a time when the Executive is a “specified
employee” of the Company (as defined in
Section 409A-1(i)(1) of the 409A Regulations and as
determined by the Company) and the Company’s stock is
publicly traded on an established securities market, then no
payments shall be made until the earlier of (A) the expiration
of the six month period following such separation from
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service and
(B) the Executive’s death (the “ Delay
Period ”) and any amounts that would otherwise have been
paid during the Delay Period shall be paid in lump sum on the first
business day following the end of the Delay Period. The Executive
shall be entitled to interest on the deferred benefits and payments
for the Delay Period, with such interest to accrue at the prime
rate in effect from time to time during that period and to be paid
in a lump sum on the first business day following the end of the
Delay Period.
(iii)
Election to Defer Commencement . The Executive may
elect to have the Special Pension Benefit commence on a date later
than the Commencement Date, but only if (A) such alternative
date is permitted to be a commencement date for payment under the
General Electric Company Pension Plan, as amended and restated as
of July 1, 2003, a copy of which is on file with the Corporate
Secretary of the Company (the “ GE Plan ”) and
(B) such election to delay the Commencement Date satisfies the
subsequent deferral election requirements under
Section 409A. In the event of any such election, the
Annual Amount shall be adjusted in accordance with the terms of the
GE Plan.
(iv)
Form of Payment . The Executive may elect to have
the Special Pension Benefit be paid in a form other than the form
of the Normal Benefit, but only if (A) such alternative form
is permitted under the GE Plan and (B) such election to change
the form of payment satisfies the requirements for subsequent
elections to change the form of payment under
Section 409A. In the event of any such election, the
Annual Amount shall be adjusted to reflect the applicable form of
payment in accordance with the terms of the GE Plan.
(v)
Administration of Special Pension Benefit . The
Special Pension Benefit shall be administered by the Board, or a
committee thereof, in accordance with the terms and purposes of
Section 7(b). The Board, or a committee thereof, shall
have the sole and absolute discretionary duty and authority to
interpret the provisions of Section 7(b) and the GE Plan
as it pertains to Section 7(b) and determine the amount
and manner of payments of the Special Pension Benefit due to the
Executive.
(vi) No
Off-Set; Unsecured Creditor . In no event shall the
Special Pension Benefit be reduced by any amounts otherwise payable
to the Executive under the GE Plan. The Executive’s
rights to the Special Pension Benefit shall be solely those of an
unsecured general creditor of the Company, and nothing herein shall
be deemed to give the Executive any right to particular assets of
the Company or to require the Company to establish a fund or trust
for the benefit of the Executive or otherwise set aside assets for
his benefit.
(c)
Vacations . The Executive shall be entitled to four
(4) weeks paid vacation during each year of the Term.
The Executive shall also be entitled to all paid holidays and
personal days given by the Company to its senior
executives.
(d)
Relocation . If the Executive relocates his residence
at the request of the Company during the Term, the Company shall,
consistent with its
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relocation
policies and subject to Section 10(d)(iii), reimburse the
Executive for the Executive’s expenses incurred for
relocating himself and his immediate family.
(e)
Indemnification . The Company and its successors
and/or assigns will indemnify and defend the Executive to the
fullest extent permitted by applicable law of the jurisdiction in
which the Company is incorporated and the organizational documents
of the Company with respect to any claims that may be brought
against the Executive arising out of any action taken or not taken
in the Executive’s capacity as an officer or director of the
Company or any of its affiliates. In addition, the Executive
shall be covered, in respect of the Executive’s activities as
a director and officer of the Company or any of its affiliates, by
the Company’s Directors and Officers liability policy or
other comparable policies obtained by the Company’s
successors, to the fullest extent permitted by such policies.
The Company’s indemnification obligations under this
Section 7(e) shall remain in effect following the
Executive’s termination of employment with the
Company.
Section 8.
Termination . The Executive’s employment
hereunder may be terminated under the following
circumstances:
(a)
Death . The Executive’s employment hereunder
shall terminate upon the Executive’s death. Upon any
termination of the Executive’s employment hereunder as a
result of this Section 8(a), the Executive’s estate
shall be entitled to receive (i) his Base Salary through the
date of termination, (ii) any earned but unpaid Annual Bonus
for any Fiscal Year preceding the Fiscal Year in which the
termination occurs, (iii) a pro-rata amount of the Annual
Bonus for the Fiscal Year in which the termination occurs,
(iv) the dollar value of all accrued and unused vacation based
upon the Executive’s most recent level of Base Salary
(v) any vested portion of the Retention Bonus, including the
portion which vests upon such termination of employment and
(vi) any earned but unpaid IPO Bonus. In addition,
outstanding equity awards will accelerate in accordance with the
terms of the agreements evidencing the awards. All other
benefits, if any, due to the Executive’s estate following the
Executive’s termination due to death shall be determined in
accordance with the plans, policies and practices of the Company;
provided , however , that the Executive (or his
estate, as the case may be) shall not participate in any severance
plan, policy or program of the Company. The Executive’s
estate shall not accrue any additional compensation (including any
Base Salary or Annual Bonus) or other benefits under this Agreement
following such termination of employment. The amounts payable
pursuant to this Section 8(a) (other than with respect to
the payments under clause (vi), which are subject to
Section 4(c)(v)) shall be paid, in lump sum, as soon as
practicable following such termination, but in no event later than
30 days after the date of such termination.
(b)
Disability . The Company may terminate the
Executive’s employment hereunder for Disability.
“ Disability ” shall mean the Executive’s
inability, due to physical or mental incapacity, to substantially
perform the Executive’s duties and responsibilities under
this Agreement for a period of 180 consecutive days. In
conjunction with determining Disability for purposes of this
Agreement, the Executive hereby (i) consents to any such
examinations which are relevant to a determination of
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whether the
Executive is mentally and/or physically disabled and
(ii) agrees to furnish such medical information as may be
reasonably requested. Upon any termination of the
Executive’s employment hereunder pursuant to this
Section 8(b), the Executive shall be entitled to receive
(A) his Base Salary through the date of termination,
(B) any earned but unpaid Annual Bonus for any Fiscal Year
preceding the Fiscal Year in which the termination occurs,
(C) a pro-rata amount of the Annual Bonus for the Fiscal Year
in which the termination occurs, (D) the dollar value of all
accrued and unused vacation based upon the Executive’s most
recent level of Base Salary, (E) any vested portion of the
Retention Bonus, including the portion which vests upon such
termination of employment and (F) any earned but unpaid IPO
Bonus. In addition, outstanding equity awards will accelerate
in accordance with the terms of the agreements evidencing the
awards. All other benefits, if any, due to the Executive
following the Executive’s termination by the Company for
Disability shall be determined in accordance with the plans,
policies and practices of the Company; provided ,
however , that the Executive shall not participate in any
severance plan, policy or program of the Company. The
Executive shall not accrue any additional compensation (including
any Base Salary or Annual Bonus) or other benefits under this
Agreement following such termination of employment. The
amounts payable pursuant to this Section 8(b) (other than
with respect to the payments under clause (E), which are subject to
Section 4(c)(i) and the payments under clause
(F) which are subject to Section 4(c)(v)) shall be paid,
in lump sum, as soon as practicable following such termination, but
in no event later than 30 days after the date of such
termination.
(c)
Termination for Cause; Voluntary Termination .
(i)
At any time during the Term, (A) the Company may terminate the
Executive’s employment hereunder for “Cause” (as
defined below) by written notice, specifying the grounds for Cause
in reasonable detail, and (B) the Executive may terminate his
employment hereunder “voluntarily” (that is, other than
by death, Disability or for Good Reason, in accordance with
Section 8(a), 8(b) or 8(d)). “ Cause
” shall mean: (I) any conviction by a court of, or
entry of a pleading of guilty or nolo contendere
by the Executive with
respect to, a felony or any lesser crime involving moral turpitude
or a material element of which is fraud or dishonesty;
(II) the Executive’s willful dishonesty of a substantial
nature towards the Company and any of its subsidiaries;
(III) the Executive’s material breach of this Agreement,
which breach is not cured by the Executive to the reasonable
satisfaction of the Company within 30 business days of the date the
Company delivers written notice of such breach to the Executive; or
(IV) the Executive’s material, knowing and intentional
failure to comply with material applicable laws with respect to the
execution of the Company’s and its subsidiaries’
business operations, including, without limitation, a knowing and
intentional failure to comply with the Prevention of Corruption Act
of India, 1988 or the Foreign Corrupt Practices Act 1977 of the US
Congress, as amended; provided , that if all of the
following conditions exist, there will be a presumption that the
Executive has acted in accordance with such applicable laws, the
Executive is following, in good faith, the written advice of
counsel, such counsel having been approved by the Board as outside
counsel to the Company for regulatory and compliance matters, in
the form of a legal memorandum or a written legal opinion, and the
Executive has, in good faith, provided to such counsel
all
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accurate and
truthful facts necessary for such counsel to render such legal
memorandum or written legal opinion.
(ii)
Upon the termination of the Executive’s employment hereunder
pursuant to Section 8(c) by the Company for Cause, the
Executive shall be entitled to receive (A) his Base Salary
through the date of termination, (B) any earned but unpaid
Annual Bonus for any Fiscal Year preceding the Fiscal Year in which
the termination occurs, (C) the dollar value of all accrued
and unused vacation based upon the Executive’s most recent
level of Base Salary and (D) any earned but unpaid IPO
Bonus. The Executive shall not accrue any additional
compensation (including any Base Salary or Annual Bonus) or other
benefits under this Agreement following such termination of
employment. The amounts payable pursuant to this
Section 8(c)(ii) (other than payments under clause
(D) which are subject to Section 4(c)(v)) shall be paid,
in lump sum, as soon as practicable following such termination, but
in no event later 30 days after the date of such
termination.
(iii)
Upon the termination of the Executive’s employment hereunder
pursuant to Section 8(c) due to the Executive’s
voluntary termination, the Executive shall be entitled to receive
(A) his Base Salary through the date of termination,
(B) any earned but unpaid Annual Bonus for any Fiscal Year
preceding the Fiscal Year in which the termination occurs,
(C) a pro-rata amount of the Annual Bonus for the Fiscal Year
in which the termination occurs (but only if the applicable
performance target for the entirety of such Fiscal Year is
achieved), (D) the dollar value of all accrued and unused
vacation based upon the Executive’s most recent level of Base
Salary, (E) any vested portion of the Retention Bonus and
(F) any earned but unpaid IPO Bonus. In addition,
outstanding equity awards will accelerate in accordance with the
terms of the agreements evidencing the awards. The Executive
shall not accrue any additional compensation (including any Base
Salary or Annual Bonus) or other benefits under this Agreement
following such termination of employment. The amounts payable
pursuant to this Section 8(c)(iii) (other than with
respect to the payments under clause (C) which shall be paid
on or after the first day (but in no event later than the fifteenth
day of the third month) of the Fiscal Year following the Fiscal
Year in which such termination occurs, the payments under clause
(E) which are subject to Section 4(c)(i) and the
payments under clause (F) which are subject to
Section 4(c)(v)) shall be paid, in lump sum, as soon as
practicable following such termination, but in no event later than
30 days after the date of such termination.
(iv) All
other benefits, if any, due to the
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