EXHIBIT 10.19**AMENDED AND RESTATED CONSULTING AGREEMENT**     AMENDED AND RESTATED CONSULTING AGREEMENT (the “Agreement”), dated as of November 8, 2007 (the“Effective Date”), between Sapient Corporation, a Delaware corporation (“Sapient” or the“Company”), and Jerry A. Greenberg (“Greenberg”).     WHEREAS, Greenberg co-founded Sapient and served as Chief Executive Officer and Co-Chairman ofthe Board of Sapient from its inception until October 16, 2006 (the “Resignation Date”) andcontributed enormously to the success of Sapient since its inception;     WHEREAS, since the Resignation Date, Greenberg has provided consulting services to Sapient,from time to time, under the Consulting Agreement between Sapient and Greenberg dated as of theResignation Date (the “Initial Consulting Agreement”); and     WHEREAS, Greenberg has provided valuable insight and input to the Company pursuant to theInitial Consulting Agreement; and     WHEREAS, Sapient desires that Greenberg continue as a consultant to Sapient with respect toproviding the Company certain strategic advice and believes that his provision of suchconsulting services is in the best interests of the Company’s stockholders; and     WHEREAS, Greenberg believes in the Company’s market positioning and long-term growthpotential, and desires to provide such consulting services;     NOW THEREFORE, in order to effect the foregoing, the parties hereto are entering into thisAgreement upon the terms and subject to the conditions set forth below. Accordingly, inconsideration of the premises and the respective covenants and agreements of the parties hereincontained, 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, andGreenberg hereby agrees to perform consulting services for Sapient on the terms and conditions setforth herein.          2.      Term. The term of this Agreement shall commence as of the date hereof (the“Effective Date”) and terminate on the second anniversary of the Effective Date, unless otherwiseterminated by either party pursuant to Section 9 (the “Term”).          3.      Duties; Responsibility. From time to time during the Term, Greenberg shall renderconsulting services hereunder with respect to providing strategic advice to the Company (the“Services”). The Services shall be performed, as may be reasonably requested by Sapient and takinginto account Greenberg’s other business and personal commitments, at times mutually determined bySapient and Greenberg. The Services may include, but are not limited to, advising Sapient inrespect of strategic planning and market positioning, among other matters. The Services shall beperformed only at the request of, and under the direction of, the Company’s Chief ExecutiveOfficer, and Greenberg shall be responsible solely to him for delivering the Services.          4.      Place of Performance; Executive Assistant; Independent Contractor Status.Greenberg shall perform the Services at such locations as are reasonably acceptable to both him andSapient. Greenberg shall be entitled to utilize the service, as may be reasonably requested byGreenberg and on an “as available basis,” of his former executive assistant or, if such executiveassistant leaves the
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employ of Sapient or is terminated, a replacement executive assistant having comparablequalifications. Greenberg shall not be an employee of Sapient but shall be an independentcontractor.          5.      Compensation.                   (a)      Annual Retainer; Responsibility for Taxes. During the Term, Sapient shall pay toGreenberg, as compensation for the Services, a consulting fee of Two Hundred Thousand Dollars (USD$200,000) per year (the “Annual Retainer”), payable in equal monthly installments on the monthlyanniversary of the Effective Date. In the event this Agreement is terminated pursuant to Section 9prior to the second anniversary of the Effective Date, the Annual Retainer shall be proratedthrough the date of such termination. As an independent contractor, Greenberg shall be responsiblefor payment of all taxes for remuneration received under this Agreement, including Federal andState income tax, Social Security tax, Unemployment Insurance tax, and any other taxes or businesslicense fees as required.                   (b)      Business Expenses. Sapient shall reimburse Greenberg at actual cost for allbusiness expenses reasonably incurred by him in connection with his performance of the Services..                   (c)      Group Medical Benefits. Greenberg shall be entitled to continue any existinggroup medical benefits he may have elected under Section 5(c) of the Initial Consulting Agreement,subject to the terms thereof.          6.      Confidential Information/Documents.                   (a)      Greenberg agrees that any material nonpublic information concerning the business andaffairs of Sapient (“Confidential Information”) shall be treated by Greenberg in full confidenceand shall not be revealed to any other individual, partnership, company or other organizationexcept: (i) to those third parties who have independently been granted lawful possession of suchConfidential Information by the Company (through no wrongdoing on the part of such third party orany agent of Sapient); (ii) to those legal, financial and tax advisers to Greenberg who have a“need to know” such Confidential Information in the performance of their duties to Greenberg,*provided*that such advisers hold such Confidential Information in accordance with the provisions ofSection 6 of this Agreement; or (iii) as may be required by law, as directed by any regulatoryauthority or by order of any court. Prior to disclosing any Confidential Information to a court orother governmental authority, Greenberg shall notify Sapient so that Sapient may protect any rightsit may have, including by seeking a protective order or other appropriate remedy or relief.                   (b)      Greenberg shall comply with the policies and procedures of Sapient for protectingConfidential Information, including but not limited policies and procedures therefor stated in theCompany’s Insider Trading Policy (General), and shall not use any Confidential Information for hisown benefit or gain. For the avoidance of doubt, the parties acknowledge and agree thatGreenberg’s entry into this Agreement shall not cause him to become subject to the Sapient Trading“Blackout” Policy.                   (c)      All documents, records, tapes and other media of every kind and description relating tothe business, present or otherwise, of Sapient and any copies, in whole or in part, thereof, whichGreenberg possesses or controls during any portion of the Term in connection with the Services (the“Documents”), whether or not prepared by Greenberg, shall be the sole and exclusive property ofSapient. Greenberg shall safeguard all Documents and shall surrender to Sapient at the expirationor termination of this Agreement, or at such earlier time or times as the Chief Executive Officeror his designee may specify, all Documents then in Greenberg’s possession or control. For theavoidance of doubt, the parties acknowledge and agree that personal files and documents unrelatedto the business of
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Sapient are not Documents, even if such files and documents may have been transmitted via thee-mail address provided to Greenberg as an independent contractor to the Company.                   (d)      The provisions of Section 6 of this Agreement shall continue to apply after the Term ofthis Agreement (regardless of the reason for the Term’s expiration or termination).          7.      Restrictive Covenants. Greenberg shall not, during the Term, without the priorwritten approval of the Chief Executive Officer and the Chairman of the Company’s Board ofDirectors, directly or indirectly become an officer, employee, agent, partner or director of, orserve as a consultant for any other business that competes with Sapient and shall not undertake anyplanning for any business competitive with Sapient.          8.      Successors; Binding Agreement.                   (a)      This Agreement shall be binding on Sapient’s successors, and Sapient shall require anysuccessor to all or substantially all of the business or assets of Sapient to expressly assume andagree to perform this Agreement in the same manner and to the same extent that Sapient would berequired to perform it if no such succession had taken place. Except pursuant to the foregoingsentence, neither Greenberg nor Sapient shall be permitted to assign this Agreement or any rightsor obligations hereunder.                   (b)      This Agreement and all rights of Greenberg hereunder shall inure to the benefit of and beenforceable by Greenberg’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees. This Agreement is personal to and may notbe assigned by Greenberg.          9.      Termination. Greenberg’s engagement as a consultant hereunder and the Term may beterminated by either Sapient or Greenberg at any time upon at least 30 days’ written notice to theother party hereto. The Term shall terminate automatically on the death or Disability ofGreenberg. “Disability” shall mean an illness, injury or other incapacitating condition as aresult of which, in the Company’s sole determination, Greenberg is unable to perform the Servicesrequired to be performed during the Term for a continuous period of forty-five (45) days. TheCompany shall reimburse Greenberg for expenses that are reimbursable hereunder, within thirty (30)days after such termination date.          10.     Modification; Waiver; Discharge. No provisions of this Agreement may be modified,waived or discharged unless such waiver, modification or discharge is agreed to in writing signedby the parties hereto. No waiver by a party hereto at any time of any breach by the other partyhereto of, or compliance with, any condition or provision of this Agreement to be performed by suchother party shall be deemed a waiver of similar or dissimilar provisions or conditions at the sameor at any prior or subsequent time.          11.     Counterparts. This Agreement may be executed in several counterparts, each ofwhich shall be deemed to be an original but all of which together shall constitute one and the sameinstrument.          12.     Headings. The headings contained herein are for reference purposes only and shallnot in any way affect the meaning or interpretation of this Agreement.          13.     Governing Law. The validity, interpretation, construction and performance of thisAgreement and any disputes between the parties relating to this Agreement shall be governed by thelaws of the Commonwealth of Massachusetts without regard to principles of conflicts of laws.
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          14.     Entire Agreement. This Agreement constitutes the entire agreement between theparties regarding the subject matter hereof and supersedes all prior agreements and understandingsrelating to such subject matter, including, without limitation, the Initial Consulting Agreement,except for the following obligations thereunder, which shall survive the termination of the InitialConsulting Agreement: :(a) Greenberg’s obligations with respect to Confidential Informationthereunder; and (b) the Company’s obligations with respect to any consulting fees or expenses duethereunder that remain unpaid on the Effective Date of this Agreement.     IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first abovewritten.      SAPIENT CORPORATION