Hudson






                                                                   EXHIBIT 10.17



 

INDUS INTERNATIONAL

KENT HUDSON EMPLOYMENT AGREEMENT

 

This Agreement is entered into as of January 11, 2000, by and between Indus
International (the "Company"), and Kent Hudson (the "Executive").



	Duties and Scope of Employment.


	Positions and Duties.  As of the Effective Date, Executive will serve as Chief Executive
Officer of the Company.  Executive will render such business and professional services in the
performance of his duties, consistent with Executive's position within the Company, as shall
reasonably be assigned to him by the Company's Board of Directors (the "Board"). 

	Obligations.  During the Employment Term, Executive will perform his duties faithfully
and to the best of his ability and will devote his business efforts and time to the Company at the
Company's San Francisco, California offices.  Executive understands and agrees that frequent travel
may be necessary in carrying out his duties hereunder including, without limitation, frequent travel
to the Company's offices in Atlanta, Georgia from the Company's main headquarters in San Francisco,
California.  During the Employment Term, Executive agrees not to actively engage in any other
employment, occupation or consulting activity for any direct or indirect remuneration without the
prior approval of the Board;  provided, however, that Executive may serve in any capacity with any
civic, educational or charitable organization, or as a member of corporate Boards of Directors or
committees thereof and may continue to serve as managing member of KTN Investments, LLC and as
Chairman of the Board and Chief Executive Officer of SchoolDude.com, without the approval of the
Board, so long as such activities do not materially interfere with his duties and obligations under
this Agreement.

	Employment Term.    Executive's employment with the Company pursuant to this Agreement
(the "Employment Term") shall commence on the Effective Date and shall continue, unless otherwise
terminated earlier as provided in Section 6 hereof, until the date twelve (12) months from the
Effective Date (the "Original Term"), provided that the Employment Term shall be extended by the
Company, in its sole discretion, for an additional twelve (12) month period (the "Additional Term")
if, at least ninety (90) days prior to the end of the Original Term, the Company has notified the
Executive in writing that the Employment Term shall be extended.  If the Company does not notify
Executive in writing that the Employment Term shall be extended at the end of the Original Term,
then at such time, Executive shall become an "at-will" employee of
the Company and the employment relationship may be terminated at any time, upon written notice to
the other party, with or without good cause or for any or no cause, at the option either of the
Company or Executive.


	Compensation.



	Base Salary.  During the Employment Term, the Company will pay
Executive as compensation for his services a base salary at the annualized rate of $550,000 (the
"Base Salary").  The Base Salary will be paid periodically in accordance with the Company's normal
payroll practices and be subject to the usual, required withholding.  

	Recruiting Fee.  Within two months of the Effective Date, in consideration of the loss of
your professional services, Trinity Coast, Inc. will receive a one-time payment of one hundred
thousand dollars ($100,000), payable in a lump sum.  


	Annual Bonus.  In addition to the Base Salary, Executive may receive a
performance bonus during each year of employment with the Company under this Agreement equal to an
amount, to be determined by the Board or the Company's Compensation Committee, of up to one hundred
percent (100%) of Base Salary; provided, however, that, subject to Section 8, the payment of any
such bonus shall be subject to Executive's continued employment with the Company through the end of
the applicable Company fiscal year.  Such performance bonus, if any, shall be based upon performance
criteria to be determined by the Board or the Company's Compensation Committee within ninety (90)
days of the Effective Date, or each anniversary of the Effective Date, as applicable.
Notwithstanding the foregoing, Executive shall be entitled to receive a performance bonus in the
2000 calendar year of an amount, to be determined by the Board or the Compensation Committee, that
is no less than 50% of the Base Salary paid to the Executive for such year.


	Stock Option.  The Company will recommend to the Board that, at the
first Board meeting following the Effective Date, Executive be granted a stock option, which
will be, to the extent possible under the $100,000 rule of Section 422(d) of the Internal
Revenue Code of 1986, as amended (the "Code") an "incentive stock option" (as defined in
Section 422 of the Code), to purchase 1,000,000 shares of the Company's Common Stock at an
exercise price equal to the per share fair market value of the Company's Common Stock on the date of
grant (the "Option").  Subject to the accelerated vesting provisions set forth herein, the Option
will vest as to 25% of the shares subject to the Option on the date of grant, and as to 25% of the
shares subject to the Option each year thereafter, so that the Option will be fully vested and
exercisable three (3) years from the date of grant, subject to Executive's continued service to the
Company on the relevant vesting dates.  The Option will be subject to the terms, definitions and
provisions of the Company's Stock Plan (the "Option Plan") and the stock option agreement by and
between Executive and the Company (the "Option Agreement"), both of which documents are incorporated
herein by reference. 


	Employee Benefits; Indemnification.  During the Employment Term,
Executive will be entitled to participate in the employee benefit plans currently and hereafter
maintained by the Company of general applicability to other senior executives of the Company,
including, without limitation, the Company's group medical, dental, vision, disability, life
insurance, and flexible-spending account plans.  The Company reserves the right to cancel or change
the benefit plans and programs it offers to its employees at any time.  Upon the Effective Date,
Executive shall be offered an indemnification agreement comparable in form and substance to
indemnification agreements previously entered into by and between the Company and its executive
officers.


	Vacation.  Executive will be entitled to paid vacation of four (4)
weeks per year in accordance with the Company's vacation policy, with the timing and duration of
specific vacations mutually and reasonably agreed to by the parties hereto.

	Expenses.  The Company will reimburse Executive for reasonable travel, entertainment or
other expenses incurred by Executive in the furtherance of or in connection with the performance of
Executive's duties hereunder, including but not limited to, first-class airfare, hotel
accommodations, and transportation expenses incurred by Executive while traveling between the
Company's headquarters and Executive's domicile.   Such expenses shall be reimbursed in accordance
with the Company's expense reimbursement policy as in effect from time to time.

	Wellness Reimbursement.  While Executive is employed hereunder, the Company will
reimburse Executive for the reasonable costs incurred in connection with Executive's annual physical
examination at the Mayo Clinic; provided, however, that Executive will disclose any material
findings made in connection with the annual examination to the Board.


	Severance.


	Involuntary Termination.  If Executive's employment with the Company terminates other
than voluntarily by the Executive or for "Cause" (as defined herein) by the Company (including
Executive's death or disability), and Executive signs and does not revoke a standard release of
claims with the Company, then, subject to Section 12, Executive shall be entitled
to receive (i) continuing payments of severance pay (less applicable withholding taxes) at a rate
equal to his Base Salary rate, as then in effect, for a period of twelve (12) months from the date
of such termination, to be paid periodically in accordance with the Company's normal payroll
policies, and (ii) a pro-rated bonus payment equal to 100% of Executive's
performance bonus as in effect for the Company's fiscal year prior to the date of termination, pro-
rated by multiplying such bonus amount by a fraction, the numerator of which shall be the number of
days prior to the date of termination during the year of termination, and the denominator of which
shall be three-hundred and sixty-five; provided, however, that if Executive is terminated prior to
December 31, 2000, the performance bonus shall be deemed to be $550,000 for purposes of the pro-rata
calculation.


	Voluntary Termination; Termination for Cause.  If Executive's
employment with the Company terminates voluntarily by Executive or for Cause by the Company, then
(i) all vesting of the Option will terminate immediately and all payments of compensation by
the Company to Executive hereunder will terminate immediately (except as to amounts already earned),
and (ii) Executive will only be eligible for severance benefits in accordance with the
Company's established policies as then in effect.


	Change of Control Benefits.  In the event of a "Change of
Control" (as defined below) that occurs prior to the Executive's termination of employment, the
Option will have its vesting accelerated so as to become 100% vested.  Thereafter, the Option will
continue to be subject to the terms, definitions and provisions of the Option Plan and Option
Agreement.


	Definitions.


	Cause.  For purposes of this Agreement, "Cause" is defined as (i) an act of
dishonesty made by Executive in connection with Executive's responsibilities as an employee,
(ii) Executive's conviction of, or plea of nolo contendere to, a felony,
(iii) Executive's gross misconduct, or (iv) Executive's continued substantial violations
of his employment duties after Executive has received a written demand for performance from the
Company which specifically sets forth the factual basis for the Company's belief that Executive has
not substantially performed his duties.

	Change of Control.  For purposes of this Agreement, "Change of Control" of the
Company is defined as: (i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company's then outstanding
voting securities; or (ii) a change in the composition of the Board occurring within a two-year
period, as a result of which fewer than a majority of the directors are Incumbent Directors.
"Incumbent Directors" will mean directors who either (A) are directors of the Company as of the
date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such election or nomination
(but will not include an individual whose election or nomination is in connection with an actual or
threatened proxy contest relating to the election of directors to the Company); or (iii) the
date of the consummation of a merger or consolidation of the Company with any other corporation that
has been approved by the stockholders of the Company, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company; or (iv) the date of the consummation of  the sale or disposition by
the Company of all or substantially all the Company's assets.


	Confidential Information.  Executive agrees to enter into the
Company's standard Confidential Information and Invention Assignment Agreement (the
"Confidential Information Agreement") upon commencing employment hereunder.  


	Conditional Nature of Severance Payments.



	Noncompete.   Executive acknowledges that the nature of the Company's
business is such that if Executive were to become employed by, or substantially involved in, the
business of a competitor of the Company during the twelve (12) months following the termination of
Executive's employment with the Company, it would be very difficult for the Executive not to rely on
or use the Company's trade secrets and confidential information.  Thus, to avoid the inevitable
disclosure of the Company's trade secrets and confidential information, Executive agrees and
acknowledges that Executive's right to receive the severance payments set forth in Section 8
(to the extent Executive is otherwise entitled to such payments) shall be conditioned upon the
Executive not directly or indirectly engaging in (whether as an employee, consultant, agent,
proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having
any ownership interested in or participating in the financing, operation, management or control of,
any person, firm, corporation or business that competes with Company or is a customer of the
Company.  Upon any breach of this section, all severance payments pursuant to this Agreement shall
immediately cease.  The Executive will not have any competitive restrictions in conducting business
with educational institutions or any business of SchoolDude.com.

(b)Non-Solicitation.  Until the date one (1) year after
the termination of Executive's employment with the Company for any reason, Executive agrees and
acknowledges that Executive's right to receive the severance payments set forth in Section 8
(to the extent Executive is otherwise entitled to such payments) shall be conditioned upon Executive
not either directly or indirectly soliciting, inducing, attempting to hire, recruiting, encouraging,
taking away, hiring any employee of the Company or causing an employee to leave his or her
employment either for Executive or for any other entity or person. 

(c)Understanding of Covenants.  The Executive represents that
he (i) is familiar with the foregoing covenants not to compete and not to solicit, and
(ii) is fully aware of his obligations hereunder, including, without limitation, the
reasonableness of the length of time, scope and geographic coverage of these covenants.


	Assignment.  This Agreement will be binding upon and inure to the
benefit of (a) the heirs, executors and legal representatives of Executive upon Executive's
death and (b) any successor of the Company.  Any such successor of the Company will be deemed
substituted for the Company under the terms of this Agreement for all purposes.  For this purpose,
"successor" means any person, firm, corporation or other business entity which at any
time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially
all of the assets or business of the Company.  None of the rights of Executive to receive any form
of compensation payable pursuant to this Agreement may be assigned or transferred except by will or
the laws of descent and distribution.  Any other attempted assignment, transfer, conveyance or other
disposition of Executive's right to compensation or other benefits will be null and void.


	Notices.  All notices, requests, demands and other communications
called for hereunder shall be in writing and shall be deemed given (i) on the date of delivery
if delivered personally, (ii) one (1) day after being sent by a well established
commercial overnight service, or (iii) four (4) days after being mailed by registered or
certified mail, return receipt requested, prepaid and addressed to the parties or their successors
at the following addresses, or at such other addresses as the parties may later designate in
writing:

If to the Company:



E.M. Warburg Pincus & Co. LLC

Managing Director

466 Lexington Avenue

New York, NY 10017-3147]

Attn: [William Janeway]

If to Executive:

at the last residential address known by the Company.


	Severability.  In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
will continue in full force and effect without said provision.


	Arbitration.



	Executive agrees that any dispute or controversy arising out of, relating to,
or in connection with this Agreement, or the interpretation, validity, construction, performance,
breach, or termination thereof, shall be settled by binding arbitration to be held in San Francisco
County, California in accordance with the National Rules for the Resolution of Employment Disputes
then in effect of the American Arbitration Association (the "Rules").  The arbitrator may grant
injunctions or other relief in such dispute or controversy.  The decision of the arbitrator will be
final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the
arbitrator's decision in any court having jurisdiction.


	The arbitrator(s) will apply California law to the merits of any dispute or
claim, without reference to rules of conflicts of law.  The arbitration proceedings will be governed
by federal arbitration law and by the Rules, without reference to state arbitration law.  The
Executive hereby consents to the personal jurisdiction of the state and federal courts located in
California for any action or proceeding arising from or relating to this Agreement or relating to
any arbitration in which the parties are participants.


	EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION.
EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING
OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY,
CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS
ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO THE
RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING
BUT NOT LIMITED TO, DISCRIMINATION CLAIMS.


	Integration.  This Agreement, together with the Option Plan, Option
Agreement and the Confidential Information Agreement represents the entire agreement and
understanding between the parties as to the subject matter herein and supersedes all prior or
contemporaneous agreements whether written or oral.  No waiver, alteration, or modification of any
of the provisions of this Agreement will be binding unless in writing and signed by duly authorized
representatives of the parties hereto.


	Tax Withholding.  All payments made pursuant to this Agreement will be
subject to withholding of applicable taxes. 


	Governing Law.  This Agreement will be governed by the laws of the
State of California (with the exception of its conflict of laws provisions).


	Acknowledgment.  Executive acknowledges that he has had the
opportunity to discuss this matter with and obtain advice from his private attorney, has had
sufficient time to, and has carefully read and fully understands all the provisions of this
Agreement, and is knowingly and voluntarily entering into this Agreement.

 

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by their duly authorized officers, as of the day and year first above written.

 

INDUS INTERNATIONAL



 

By: Date: 

Title: 

 

EXECUTIVE



 

Date: 

Kent Hudson