Back to top

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employee Retention Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT | Document Parties: Genpact Limited | Pramod Bhasin You are currently viewing:
This Employee Retention Agreement involves

Genpact Limited | Pramod Bhasin

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 12/27/2007
Industry: Business Services     Sector: Services

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, Parties: genpact limited , pramod bhasin
50 of the Top 250 law firms use our Products every day

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

 

2



 

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.

 

3



 

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

 

4



 

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

 

5



 

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

 

6



 

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

 

7



 

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















 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more