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Exhibit 10.15
EXECUTION COPY
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this " Agreement ") is entered into
as of July 26, 2005, with effect from January 1, 2005 (the "
Effective Date "), by and among Gecis Global Holdings SICAR,
a Societé à Responsabilité
Limitée organized as a Societé
d’lnvestissement en Capital à Risque under the
laws of the Grand Duchy of Luxembourg (" Gecis Global ") and
Gecis International Holdings, a Societé à
Responsabilité Limitée under the laws of the
Grand Duchy of Luxembourg and wholly-owned subsidiary of Gecis
Global (" Gecis International " and together with Gecis
Global, the " Company ") and Pramod P. Bhasin (the "
Executive ", and together with the Company, the "
Parties ").
WITNESSETH:
A. The Company desires to employ the Executive, and the
Executive desires 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 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.
Accordingly, in consideration of the premises 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 employs the Executive,
and the Executive hereby accepts such employment, on the terms and
conditions set forth in this Agreement.
Section 2. Term . This Agreement shall be effective for a period
commencing on 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 both Gecis Global and Gecis International, as a member of the
board of directors of Gecis Global (the " Board "), as Chief
Executive Officer of Gecis Global (Lux), 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 (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 of any
subsidiary of the Gecis Global or Gecis International.
Section 4. Cash Compensation .
(a)
Base Salary . During the Term, the
Executive shall receive an annual base salary (the " Base
Salary ") of not less than U.S.$567,500. 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
on an annual basis.
(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 Gecis Global ending during the Term (a " Fiscal Year
" which, as of the Effective Date, is the period January 1 through
December 31), with such Annual Bonus to equal 120% of Base Salary
for such Fiscal Year, 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 at such time as other senior executives are paid their
annual cash bonuses, but in any event no later than March 15 of the
Fiscal Year following the Fiscal Year to which such Annual Bonus
relates.
(c)
Retention Bonus .
(i)
The Executive shall be entitled to receive a
retention bonus (the " Retention Bonus ") of up to
U.S.$5,000,000 payable upon one or more "Payment Events" (as
defined in Section 4(c)(ii) below). The amount of the Retention
Bonus to be paid on a Payment Event shall be computed as follows,
but shall in no event be less than U.S.$0:
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X = (1) the product of A times B (2)
multiplied by, in the
case of a Payment Event described in Section 4(c)(ii)(D)
only, C (3) less, in the case of any Payment Event, D
where
X = the amount of the Retention Bonus payable on a
Payment Event;
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A = U.S.$5,000,000 less the excess, if any, of (1)
U.S.$11,000,000 over (2) the "Fair Market Value" (as defined in the
Gecis Global Holdings 2005 Stock Option Plan (the " Plan "))
determined as of the date of the Payment Event of 17,500 shares of
the common stock of Gecis Global (the " Common Stock "), as
such number of shares shall be adjusted to reflect any changes in
the outstanding Common Stock or in the capital structure of the
Company by reason of stock or extraordinary cash dividends, stock
splits, reverse stock splits, recapitalizations, reorganizations,
mergers, consolidations, separations, combinations, exchanges, or
other relevant corporate transactions or changes in
capitalization;
B = the "Vested Percentage" (as defined in Section
4(c)(iii) below) as of the Payment Date;
C = the sum of (i) percentage of shares of Common Stock
currently being sold or otherwise disposed of by the "Investor
Group" (as defined in Section 4(c)(ii) below) or member(s) thereof
and (ii) the percentage of shares of Common Stock previously sold
or otherwise disposed of in the aggregate by the Investor Group or
member(s) thereof; and
D = the aggregate amount of the Retention Bonus paid on
all prior Payment Events.
In the event that on any Payment Event other than the Payment
Event described in Section 4(c)(ii)(C) below, the Vested Percentage
is not equal to 100%, the Executive shall continue to vest in the
unpaid portion of the Retention Bonus, if any, following such
Payment Event in accordance with the vesting schedule set forth in
Section 4(c)(iii) below, and on each subsequently occurring Payment
Event such unpaid portion of the Retention Bonus shall be paid, to
the extent then vested, until paid in full.
(ii)
For purposes of the foregoing, the term " Payment
Event " shall mean any of the following: (A) January 1, 2010,
(B) the occurrence of a "Change in Control" (as defined in the
Plan), (C) the termination of the Executive’s employment
hereunder, or (D) a sale or other disposition by any member(s) of
the Investor Group, other than to a member of the Investor Group or
any affiliate thereof, of any number of shares of Common Stock;
provided , however , that the event described in
subclause (D) shall only constitute a Payment Event if such event
is a permissible distribution event under Section 409A of the U.S.
Internal Revenue Code of 1986, as amended and any regulations or
other guidance issued thereunder (" Section 409A "). For
purposes of the foregoing, " Investor Group " shall mean
General Atlantic Partners (Bermuda) L.P. and Oak Hill Capital
Partners (Bermuda), L.P.
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(iii)
Subject to the Executive’s continued
employment with the Company at the end of the applicable
three-month period, the " Vested 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 Vesting
Percentage shall equal 100% on the fifth anniversary of the
Effective Date, provided , however , that, (A) in the
event of the Executive’s termination pursuant to Sections
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 (x) in the case of any such
termination prior to January 1, 2007, as if the Executive remained
employed for an additional period of 24 months following such
termination, or (y) in the case of any such termination after
December 31, 2006, 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 (other than a Change in Control
that involves the direct or indirect acquisition of Gecis Global
for consideration other than cash (whether as a result of a sale or
other disposition or a merger) if the Executive continues to be the
chief executive officer of the combined entity), the Vested
Percentage shall be 100%, and (D) in the event of the
Executive’s termination pursuant to Sections 8(a), 8(b) or
8(d) following a Change in Control that involves the direct or
indirect acquisition of Gecis Global for consideration other than
cash (whether as a result of a sale or other disposition or a
merger), the Vested Percentage shall be 100%.
(iv)
The Retention Bonus shall be paid at the
Company’s election in cash, Common Stock or any combination
thereof as soon as reasonably practicable following the Payment
Event, but in no event later than five business days following the
Payment Event. 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, 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 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.
(v)
Notwithstanding any of the foregoing, in no event
shall the Executive receive any unpaid portion of the Retention
Bonus if his employment is terminated by the Company with Cause
prior to, or in connection with, a Payment Event.
Section 5. Equity Compensation .
(a)
Initial Option Grants . On the date
hereof, the Executive shall be granted an option to purchase 17,500
shares of Common Stock in accordance with the terms of the Plan and
the Stock Option Agreement attached as Exhibit A hereto and an
option to purchase 2,500 shares of Common Stock in accordance with
the terms of the Plan and the Stock Option Agreement attached as
Exhibit B hereto.
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(b)
Future Option Grants . The Executive will
also be eligible for additional option grants under the Plan or any
successor thereto on and after January 1,2006; 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.
(c)
Right to Purchas e. In connection with the
execution of this Agreement, the Executive shall have the right to
purchase 535.045 interests of Gecis Management Investors, LLC at
the per interest price of U.S.$l,869.00 for a total purchase price
of U.S.$1,000,000.
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, the
Executive shall receive reimbursement (of up to U.S. $200,000 per
Fiscal Year) for the actual costs for such Fiscal Year of (i) the
Executive’s lease, maintenance and utilities (including
telephone) payments related to his primary residence; (ii) tuition
and related education expenses for the Executive’s
children; provided , that, in no event shall the Executive be
entitled to any payment pursuant to this Section 7(a)(ii) for
education expenses for a child after such child has enrolled in a
post-secondary educational institution; and (iii) the
Executive’s expenses related to his automobile and
driver.
(b)
Special Pension Benefit . Following the
Executive’s termination of employment with the Company for
any reason, the Executive shall be eligible to receive from the
Company, a special pension benefit of U.S.$190,000 per year, which
benefit shall be payable on the same terms and conditions (with
respect to the benefit commencement date, the form of payment and
any reduction of such pension benefit for early retirement) as the
benefit accrued by the Executive under the General Electric Company
Pension Plan, as amended and restated as of July 1, 2003 (the "GE
Plan"). In no event shall the special pension benefits payable
hereunder be reduced by any amounts otherwise payable to the
Executive under the GE Plan. The Executive’s rights to this
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.
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(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 relocation policies, reimburse
the Executive for the cost of 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 affiliate. In addition, the
Executive shall be covered, in respect of the Executive’s
activities as a director and officer of the Company or any
affiliate, 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 and (v) any vested but unpaid portion of the
Retention Bonus, including the portion which vests upon such
termination of employment. 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.
(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
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hereby (i) consents to any such examinations which are relevant
to a determination of 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 and (E) any
vested but unpaid portion of the Retention Bonus, including the
portion which vests upon such termination of employment. 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.
(c)
Termination for Cause; Voluntary
Termination . At any time during the Term, (i) 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 (ii) 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: (A) any
conviction by a court of, or entry of a pleading of guilty or
nolo contendre 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; (B) the Executive’s willful
dishonesty of a substantial nature towards the Company and any of
its subsidiaries; (C) 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 (D) 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 accurate and truthful facts necessary for such
counsel to render such legal memorandum or written legal
opinion.
Upon the termination of the Executive’s employment
hereunder pursuant to this Section 8(c) by the Company for Cause,
the Executive 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, and
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(iii) the dollar value of all accrued and unused
vacation based upon the Executive’s most recent level of Base
Salary. 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.
Upon the termination of the Executive’s employment
hereunder pursuant to this Section 8(c) due to the
Executive’s voluntary termination, the Executive 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 (but only if the applicable
performance target for the entirety of such Fiscal Year is
achieved), (iv) the dollar value of all accrued and unused vacation
based upon the Executive’s most recent level of Base Salary
and (v) any vested but unpaid portion of the Retention 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.
All other benefits, if any, due to the Executive following
Executive’s termination of employment for Cause or due to
voluntary termination pursuant to this Sectio
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