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Exhibit 10.11
TRANSITION CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Agreement"), dated as of October 23,
2006
("Effective Date"), between Sapient Corporation, a Delaware
corporation
("Sapient"), and Susan D. Cooke ("Cooke").
WHEREAS, Cooke has served as interim Chief Financial
Officer;
WHEREAS, Cooke has resigned from the position of interim Chief
Financial
Officer; and
WHEREAS, Sapient desires to induce Cooke to maintain a role with
Sapient
so as to facilitate the transition to new management;
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 Cooke as a
consultant to
Sapient, and Cooke 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,
unless otherwise terminated by either party pursuant to Section
9 or extended by
both parties in writing.
3. Duties. From time to time during the Term, Cooke shall
render
services hereunder to assist in the orderly transition to a new
Chief Financial
Officer, as reasonably determined by Sapient and Cooke
("Services").
4. Place of Performance. Cooke shall perform her duties and
conduct
her business at such locations as are reasonably acceptable to
her and Sapient.
5. Compensation.
(a) Retainer. Sapient shall pay Cooke a retainer of $45,000
(the "Retainer") within five (5) business days of the execution
of this
Agreement, such Retainer to be nonrefundable except in
accordance with Section 9
of this Agreement. Sapient shall be under no obligation to pay
Cooke any
additional consulting fees pursuant to this Agreement until such
time as Cooke
has performed an excess of 112.5 hours of Services (the
"Retainer Hours") and
has reported the performance of such hours pursuant to Section
5(b) below.
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(b) Hourly Consulting Fee. During the Term and consistent
with
Section 5(a) above, Sapient shall pay to Cooke, as compensation
for the Services
to be performed by Cooke hereunder in excess of the Retainer
Hours, an hourly
consulting fee of $400.00; provided, however, for Services in
excess of the
Retainer Hours, Sapient shall be under no obligation to pay
Cooke for Services
totaling more than 100 hours per calendar month unless Cooke 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
Cooke for such services within thirty (30) days of receipt of an
invoice for
such services from Cooke. In the event this Agreement is
terminated pursuant to
Section 9, Cooke 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. Cooke shall not be an
employee of
Sapient but shall be an independent contractor and 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.
(c) Business Expenses. Sapient shall reimburse Cooke for all
business expenses reasonably incurred by her in connection with
her performance
of consulting services hereunder at actual cost.
(d) Group Medical Benefits. Cooke shall be entitled to
receive
continuation coverage in Sapient's medical and dental plans
pursuant to the
provisions of the Consolidated Omnibus Budget Reconciliation Act
of 1985
("COBRA"), such continuation coverage
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