Exhibit 10.3


 





 


April 16,
2008


 


Ranjan Kalia


92 Breakneck Road


Southborough, MA 01772


 


Dear Mr. Kalia:


 


On behalf of Virtusa
Corporation (the “Company” or “Virtusa”), I am pleased to offer you the
position of Senior Vice President – Finance, reporting to Tom Holler, Chief
Financial Officer. We believe that Virtusa offers a dynamic work environment
that encourages excellent performance. Virtusa is prepared to offer you the
following compensation and benefits package:


 


1.                    Your base salary will be $7,692.31 every
two weeks (i.e., equivalent of $200,000.00 on an annual basis). Such salary
shall be paid bi-weekly with the standard payment procedures of the Company.
All payments are subject to applicable taxes, withholdings and deductions.


 


2.                    You will be eligible to earn an
annualized performance-based bonus for the Company’s 2009 fiscal year (April 1,
2008 - March 31, 2009) of $75,000.00 in the fiscal year (pro-rated based
on your Start Date), subject to Company performance of certain objectives and
your achieving certain objectives as agreed upon in writing by you and the
Company, all in accordance with the Company’s bonus policy. As per the Company’s
bonus policy you will be eligible for your first bonus payment in November 2008.


 


3.                    Subject to Board of Director approval,
the Company will issue you a stock option grant for a total of 40,000 shares of
the Company’s common stock subject to the terms and conditions of the Company’s
stock option plan and a stock option agreement to be entered into between you
and the Company. The option will vest in accordance with the terms and schedule
as approved by the Board of Directors. The per share purchase price for your
option grant will be equal to the fair market value of the Company’s common
stock at the time of the effective date of grant of the option, in accordance
with the Company’s Equity Award Policy.


 


4.                    You will be eligible to participate in
the benefits Virtusa may offer from time to time. Currently, Virtusa offers
medical and dental insurance and a 401(k) plan. A list of the Company’s
benefits is attached for your review. You will also be entitled to four weeks
paid vacation per calendar year (pro-rated for partial calendar years of
employment), in accordance with the Company’s vacation pay practices. Your
vacation time will be earned over the course of the calendar year.


 


5.                    Please note that this letter does not
constitute an employment contract and your employment with the Company will be “at-will”,
meaning you retain the right to terminate your employment at any time, for any
reason, without notice and the Company retains the same right to terminate you
at any time, for any reason and without notice.


 


6.                    Federal Legislation regarding hiring
practices requires the Company to certify that each of its employees is lawfully
authorized to work in the United States. Accordingly, this offer is contingent
upon receipt of satisfactory proof of identification and work authorization as
required by the Immigration Reform and Control Act of 1986. Also, a condition
of your employment will be your execution on or prior to your first day of
employment of the Company’s standard employee agreement(s) regarding
confidentiality, non-disclosure, and non-competition. Please see attached
agreement(s).


 


7.                    This offer of employment and your
continued employment is contingent upon your representation that you are not,
and your not being bound by the terms of any agreement with any previous
employer or other party or any other matter or fact which restricts in any way
your use or disclosure of information or your performance of your duties and
responsibilities of employment with the Company or your engagement in any
business, and your representation that your employment with the Company and the
performance of your duties for the Company will not violate, and the foregoing
not in fact being in violation of any obligations you may have to any such
previous employer or other party.


 


	
  USA

  	
   

  	
  UK

  	
   

  	
  INDIA

  	
   

  	
  SRI LANKA

  



2000 West Park Drive, Westborough, Massachusetts 01581 USA Tel:
508.389.7300 Fax: 508.366.9901


www.virtusa.com


 

















 


8.
This offer is contingent on the satisfactory completion of your references and
background check.


 


***


 


Your
anticipated start date is on or before April 28, 2008 (the “Start Date”).
Formal acceptance of this offer and agreement to the terms and conditions as
stated in the letter above shall be confirmed by you only by the return of this
offer letter to the Company and my attention signed and dated by you on or
before April 22, 2008. If you do not accept this offer by April 22, 2008
in the manner stated herein, this offer will be deemed
lapsed. You may fax the signed letter to my attention, fax number 508-389-7498.


 


I
am confident that you will make a key contribution to the Company’s success and
look forward to welcoming you onto our team.


 


	
  Sincerely,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Tom Holler

  	
   

  	
  Accepted by:

  	
   /s/ Ranjan Kalia    4/21/08

  
	
  Tom Holler

  	
   

  	
                              Name

  	
  Date

  
	
  Chief Financial
  Officer, Virtusa