exhibit10-1.htm


    November 2, 2005

     

     

     

    Pankit Desai
1303 Bernardo
Avenue
Escondido CA 92029

     

     

     

    Dear Pankit,

     

    It has been a pleasure talking with you about
your career opportunities at Intelligroup; you are the kind of person that we
are looking for to play a key role in helping to drive the business towards
achieving its market potential. We’re convinced that you can make an immediate
impact reaping both professional and financial rewards. In short, we want you to
join our team.

     

    The
position:

     

    Your title shall be Vice President Client
Services. Your expected start date is yet to be determined. You will report
directly to Vikram Gulati, Chief Executive Officer.

     

    Cash
Compensation

     

    The base salary for the position is $7,083.33
per semi -monthly pay period. This equates to an annual rate of $170,000. You
will also eligible to participate in the Intelligroup Management by Objectives
Incentive Plan with a 50% of base salary bonus opportunity. For the first year
of employment, this bonus will be prorated to 50% of your base salary paid from
your start date through December 31, 2005. The parameters of the MBO plan will
be reviewed with you within in the first 30 days of your employment. Please note
that Intelligroup, in its sole discretion, reserves the right to administer,
interpret, or modify any elements of the Management by Objectives
plan.

     

    Stock
Options:

     

    In addition to the cash compensation detailed
above, and subject to the Board of Directors approval, you will receive a stock
option grant of 50,000 shares of Intelligroup common stock. Vesting of stock
options will be in accordance with the Company’s standard four-year quarterly
vesting schedule. The exercise price shall be the closing price of the stock as
stated in the Wall Street Journal on one day prior to your first day of your
employment.

     

    All options granted are subject to the
Company’s stock plan and the standard stock option agreement and subject to the
execution of the enclosed non – disclosure, non-compete agreement. Please refer
to and adhere to the Intelligroup policies on insider trading before engaging in
any sales, regardless of how the options or stock may have been
acquired.

     

    

    
    


    Termination:

     

    Cause. The Company may terminate the Employee’s employment
for Cause. For purposes of the Agreement, “Cause” shall mean (A) any act of
dishonesty or knowing or willful breach of fiduciary duty by Employee ; (B)
commission of a felony involving moral turpitude or unlawful, dishonest, or
unethical conduct that a reasonable person would consider damaging to the
reputation of the Company or any conduct which is in violation of the Company’s
policies; (C) any material breach of any provision of the Agreement, or any
other agreements between the Employee and Company, by the Employee; or (D)
insubordination or refusal to perform assigned duties consistent with duties of
the Employee’s position or to comply with the reasonable directions of the Chief
Employee Officer or Company’s Board of Directors. If the Employee’s employment
is terminated for Cause, the Company shall pay the Employee his full accrued
Base Salary through the date of termination at the rate in effect at the time of
such termination, and the Company shall have no further obligation to the
Employee under the Agreement or under any other agreements or plans. All other
compensation accruing after the termination including, without limitation,
bonuses, severance and/ or stock option grants shall be forfeited if the
Employee is terminated for Cause, except to the extent vested prior to such
termination.

     

    Severance:

     

    You shall be eligible for three (3) months of
severance pay following the termination of this Agreement unless the agreement
is terminated for Cause. The payments shall commence upon the day following
termination and continue for a period of three (3) months in accordance with the
Company’s standard payroll practices. Severance pay shall include, in addition
to base salary, reimbursement of COBRA premiums to the extent that you are not
covered by the Company’s health plans during the severance
period.

     

    Benefit
Programs:

     

    As an Intelligroup employee, you will be
eligible to participate in the Company’s 401K, medical, dental, disability, and
life insurance benefit programs. Your vacation allowance will be 20 days.
Summaries of these plans will be included in your new hire
packet.

     

    Relocation:

     

    Intelligroup requires the VP client Services,
to perform services under this offer of employment in its Headquarters currently
located in Edison, NJ. Relocation expenses, including closing costs for the sale
of your existing home, will be reimbursed provided the appropriate receipt
documentation for actual expenses incurred is provided for approval by Chief
Executive Officer, however the total relocation reimbursement amount is capped
and cannot exceed $60,000.

     

    Conditions

     

    Also enclosed is a copy of our employees
agreement regarding, inventions, confidentiality and non competition. This offer
is conditional on your executing the agreement and on you being able to supply
proof of your eligibility to work in the United States (Form
I-9).

     

    

    
    


    To indicate your acceptance of this offer,
please sign and date this letter in the space provided and return it to
Intelligroup Human Resources, Attention, Shirley Spoors, VP Human Resources,
499, Thornall, Edison, NJ 08837, along with a fully executed copy of the
Employment Agreement regarding Inventions, Confidentiality, and Non
–Competition. A duplicate original is enclosed for your
records.

     

    This letter along with the above mentioned
agreement relating to the proprietary rights between you and the company and any
stock option agreements, set forth the terms of your employment with the Company
and supersede any prior representations or agreements, whether written or oral.
This letter may not be modified or amended except by written agreement signed by
you and myself.

     

    Intelligroup reserves the right to withdraw
this offer of employment if not accepted by you in seven (7) days of receipt or
if any representations by you cannot be verified. This offer becomes valid upon
Intelligroup’s acceptance of the signed offer letter.

     

    It is recognized that this offer of employment
is not intended to create a contract of employment and both Intelligroup and you
retain the right to terminate the employment relationship at any time without
cause subject to the provisions of this Agreement. This Agreement is bonding on,
and shall injure to the benefit of, the successors and assigns of the Company
(including, without limitation, the surviving party to a Change of
Control).

     

    Sincerely,

     

    /s/ Shirley Spoors
Shirley
Spoors
Vice President – Human
Resources
Intelligroup, Inc.

     

    The undersigned accepts the above employment
offer, agrees that it contains the terms of employment with Intelligroup, and
that there are no other terms, expressed or implied. By accepting this offer of
employment, the undersigned is acknowledging that no prior employment
obligations or other contractual restrictions exist which preclude employment
with Intelligroup. It is further understood that this offer is confidential and
disclosure outside of your family or financial, accounting, and/or legal
advisors, may result in termination of employment or withdrawal of this
offer.

     

    
      	Accepted:	 
	 
      
	/s/ Pankit Desai	 
	Pankit Desai 	Date : 11/23/2005
	__XXX-XX-XXXX__________	 
	Social Security Number	 


    


    

    
    


    Intelligroup,
Inc. Standard Employee Terms (“Agreement”)

     

    
      	Pankit
      Desai	  	Date:
      November 8, 2005


    


    In consideration of employment with the
Company and all the benefits conferred by such employment including, without
limitation, any stock option grants now or in the future by the Company, as well
as the future access to confidential information to which I shall be privileged
by virtue of entering this Agreement, the receipt and sufficiency of which are
acknowledged, I, the above-named Employee, hereby agree with the Company as
follows.

     

    1.0.
Definitions.

    1.1. “Company” shall refer to Intelligroup,
Inc. and/or its direct or indirect subsidiaries and
affiliates.

     

    1.2. "Confidential Information" shall mean a)
proprietary information which the Company possesses, or to which the Company has
rights, which has commercial value including without limitation, trade secrets,
product ideas, designs, configurations, processes, techniques, formulas,
software, improvements, inventions, data, know-how, copyrightable materials,
marketing plans and strategies, sales and financial reports and forecasts, lists
of present and prospective customers, lists of present or former employees, and
any information relating to research, development, programming, purchasing,
accounting, engineering, merchandising and licensing as well as any information
developed by in the course of my employment with the Company including
information relating to inventions under Section 4 below, as well as any other
information to which I may have access in connection with your employment; b)
any other information of the Company which is designated as “Confidential” or
“Proprietary” or by its nature reasonably should be considered “Confidential”;
or c) information of others including, without limitation, the customers,
partners or other companies or individuals with which the Company conducts
business, which is designated or otherwise would reasonably be designated as the
confidential or proprietary information of such companies under their policies,
procedures or agreements with the Company and, in the absence of such policies,
procedures or agreements, by applying the definition of “Confidential
Information” as described above to such information. I understand that as an
employee of Intelligroup it is my duty to understand the nature of Confidential
Information and I will request clarification as necessary.

     

    2. Intelligroup Policies.
I understand that Intelligroup has
developed certain employment practices, policies and procedures. I agree to
review and abide by all Intelligroup’s employment practices, policies and
procedures set forth in the Intelligroup Employee Handbook or otherwise
distributed by Intelligroup’s Human Resources
Department.

     

    3. Confidentiality.
I understand and agree that my employment creates a relationship of
confidence and trust between myself and the Company with respect all
Confidential Information. At all times, both during my employment with the
Company and after its termination, I will keep in confidence and trust all such
Confidential Information, and will not use or disclose any such Confidential
Information without the advance written consent of the Company, except as may be
necessary in the ordinary course of performing my duties to the Company. The
restrictions set forth in this Section 2 will not apply to information which is
generally known to the public or in the trade, unless such knowledge results
from an unauthorized disclosure by me, but this exception will not affect the
application of any other provision of this Agreement to such information in
accordance with the terms of such provision. I likewise agree to immediately
report to my supervisor any violation of the Company’s security measures or
prohibited disclosure of Confidential Information by any person or organization.
I agree to immediately report to my supervisor the names of any persons or
organizations that attempt to obtain Confidential Information from
me.

     

    

    
    


    4. Documents, records, etc.
All documents, records, apparatus,
equipment and other physical property, including but not limited to papers,
notebooks, manuals, reports, desktops, laptops, printers, mobile phones, remote
email assistants, computer files, software, vehicles, tools, keys, entry cards
or badges, credit authorizations, user identifications and passwords, whether or
not pertaining to Proprietary Information, which are furnished to me by the
Company or are produced by me in connection with my employment will be and
remain the sole property of the Company. I will return to the Company all such
materials and property as and when requested by the Company. In any event, I
will return all such materials and property immediately upon termination of my
employment for any reason. I will not take with me any such material or property
or any copies thereof upon such termination.

     

    5. Ownership of
Inventions. I agree that any and all
writings, inventions, improvements, processes, procedures, and/or techniques,
which I make, conceive, discover or develop, in whole or in part, either alone
or jointly with others, directly or indirectly related to my employment with the
Company (“Work Product”), shall be the sole property of the Company. The Company
will be the sole owner of all patents, copyrights and other proprietary rights
in and with respect to such Work Product. To the fullest extent permitted by
law, such Work Product will be deemed works made for hire. I hereby transfer and
assign to the Company any proprietary rights which I may have or acquire in any
such Work Product, and I waive any moral rights or other special rights which I
may have or accrue therein. I agree to execute any documents and take any
actions that may be required to effect and confirm such transfer and assignment
and waiver. The provisions of this Section 4 will apply to all Work Products
which are conceived or developed during the term of my employment with the
Company, whether before or after the date of this Agreement, and whether or not
further development or reduction to practice may take place after termination of
my employment, for which purpose it will be presumed that any Work Product
conceived by me which are reduced to practice within one year after termination
of my employment were conceived during the term of my employment with the
Company unless I am able to establish a later conception date by clear and
convincing written evidence. The provisions of this Section 5 will not apply,
however, to any Inventions which may be disclosed in a separate Schedule
attached to this Agreement prior to its acceptance by the Company, representing
Inventions made by me prior to my employment by the
Company.

     

    6. Disclosure of
Inventions. I agree promptly to disclose
to the Company, or any persons designated by it, in writing, all Work Products
which are or may be subject to the provisions of Section
5.

     

    7. Obtaining and Enforcing
Proprietary Rights. I agree to assist the
Company, at the Company's request from time to time and at the Company's
expense, to obtain and enforce patents, copyrights or other proprietary rights
with respect to Work Product in any and all countries. I will execute all
documents reasonably necessary or appropriate for this purpose. This obligation
will survive the termination of my employment, provided that the Company will
compensate me at a reasonable rate after such termination for time actually
spent by me at the Company's request on such assistance. In the event that the
Company is unable for any reason whatsoever to secure my signature to any
document reasonably necessary or appropriate for any of the foregoing purposes
(including renewals, extensions, continuations, divisions or continuations in
part), I hereby irrevocably designate and appoint the Company and its duly
authorized officers and agents as my agents and attorneys-in-fact to act for me
and on my behalf, but only for the purpose of executing and filing any such
document and doing all other lawfully permitted acts to accomplish the foregoing
purposes with the same legal force and effect as if executed by
me.

     

    

    
    


    8. Solicitation of
Employees. I agree that during and for
a period of twelve (12) months immediately following the termination of my
employment with the Company for any reason, whether with or without cause, I
shall not either directly or indirectly solicit, induce, recruit or encourage
any of the Company’s employees or independent contractors to leave their
employment or end their business relationship with the Company, or take away
such employees or independent contractors, or attempt to solicit, induce,
recruit, encourage, or take away any of the Company’s employees or independent
contractors, either for myself or for any other person or entity. I agree that
if I breach, or propose to breach, any portion of this Section 8, the Company
shall be entitled, in addition to all other remedies that it may have, to
damages, damages associated with recruiting costs and training costs for
replacing Company’s employee.

     

    9. Competitive Activities.
I agree that while I am employed by the Company and for a period of
twelve (12) months following the termination of my employment with the Company
for any reason, whether with or without cause, I will not, without the Company’s
express written consent, directly or indirectly, whether as owner, partner,
shareholder, director, officer, consultant, agent, employee, contractor, or
otherwise: a) engage in any business that, in a reasonable judgement of the
Company, is competitive with the Company or which may, in the reasonable
judgement of the Company , become competitive with the Company in the
foreseeable future, or assist others in any business that is competitive with
the Company; b) solicit or accept employment or similar business from, contract
with or otherwise assist any customer, partner or other company with which the
Company had a business agreement within twelve (12) months preceding the
solicitation of such services, except in the course of your employment with the
Company; or c) cause or seek to have any customer, partner or other company
which the Company has a business agreement with to end or otherwise
detrimentally alter their business relationship with the
Company.

     

    I understand that the restrictions set forth
in this Section 9 are intended to protect the Company's legitimate interest in
its Proprietary Information and established customer relationships and goodwill,
and agree that such restrictions are necessary, reasonable and appropriate for
this purpose.

     

    10. Third-Party Agreements and
Rights. I hereby confirm that I am
not bound by the terms of any agreement with any previous employer or other
party which restricts in any way my use or disclosure of information or my
engagement in any business, except as may be disclosed in a separate Schedule
attached to this Agreement prior to its acceptance by the Company. I have
delivered to the Company true and complete copies of any agreements listed on
said Schedule. I represent to the Company that my execution of this Agreement,
my employment with the Company and the performance of my proposed duties for the
Company will not violate any obligations I may have to any such previous
employer or other party. In my work for the Company, I will not disclose or make
use of any information in violation of any agreements with or rights of any such
previous employer or other party, and I will not bring to the premises of the
Company any copies or other tangible embodiments of non-public information
belonging to or obtained from any such previous employment or other
party.

     

    

    
    


    11. Other Employment.
During the term of my employment with the Company, I agree to keep the
Company informed of any outside employment rendered by me and that such
employment will not adversely affect my employment with the Company. For a
period of one (1) year after the termination of my employment with the Company,
I will inform any prospective employer, before accepting such employment, of the
terms of this Agreement.

     

    12. Equitable Remedies.
I agree that it would be difficult to measure any damages caused to the
Company which might result from any breach of the terms of this Agreement, and
that in any event money damages would be an inadequate remedy for any such
breach. Accordingly, I agree that if I breach, or propose to breach, any portion
of this Agreement, the Company shall be entitled, in addition to all other
remedies that it may have, to an injunction or other appropriate equitable
relief to restrain any such breach without showing or proving any actual damage
to the Company. In addition, the party seeking to enforce performance of the
terms of this Agreement shall be entitled to all reasonable attorneys fees and
third party costs incurred in seeking enforcement of this Agreement, regardless
of whether suit or other legal or equitable is commenced, including attorneys
fees and costs incurred through engagement in alternative dispute resolution
procedures such as mediation or arbitration fees.

     

    13. Binding Effect.
This Agreement will be binding upon me and my heirs, executors ,
administrators and legal representatives and will inure to the benefit of the
Company, any subsidiary of the Company, and its and their respective successors
and assigns.

     

    14. Enforceability.
If any portion or provision of this Agreement is to any extent declared
illegal or unenforceable by a court of competent jurisdiction, then the
remainder of this Agreement, or the application of such portion or provision in
circumstances other than those as to which it is so declared illegal or
unenforceable, will not be affected thereby, and each portion and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law. In the event that any provision of this Agreement is determined by any
court of competent jurisdiction to be unenforceable by reason of excessive scope
as to geographic, temporal or functional coverage, such provision will be deemed
to extend only over the maximum geographic, temporal and functional scope as to
which it may be enforceable.

     

    15. Entire Agreement.
This Agreement constitutes the entire agreement between the Company and
myself with respect to the subject matter hereof. This Agreement may not be
amended, modified or waived except by a written instrument duly executed by the
person against whom enforcement of such amendment, modification or waiver is
sought. The failure of any party to require the performance of any term or
obligation of this Agreement, or the waiver by any party of any breach of this
Agreement, in any particular case will not prevent any subsequent enforcement of
such term or obligation or to be deemed a waiver of any separate or subsequent
breach.

     

    16. Employment at Will: Not a
Contract or Fixed Term of Employment.
I understand that this Agreement does not create any obligation on the
part of the Company to continue my employment for any fixed term, and that my
employment may be terminated by myself or the Company at any time for any
reason, except as may be otherwise provided in a written agreement executed by a
duly authorized officer of the Company. In fact, I understand that I am
“employed at will” by the Company meaning that either the Company or myself may
terminate my employment at any time and for any or no
reason.

     

    

    
    


    17. Notices.
Any notices, requests, demands and other communications provided for by
this Agreement will be sufficient if in writing and delivered in person or sent
by registered or certified mail, postage prepaid, to me at the last address
which I have filed in writing with the Company or, in the case of any notice to
the Company, at its main offices, to the attention of its Chief Executive
Officer.

     

    18. Governing Law.
This is a New York contract and shall be construed under and be governed
in all respects by the laws of New York, without giving effect to the conflict
of laws principles of New York law. Any legal action or suit related to this
Agreement shall be brought exclusively in the courts of New York. Both parties
agree that exclusive jurisdiction lies in the state and federal courts residing
in New York City for the resolution of disputes.

     

    I UNDERSTAND THAT THIS AGREEMENT AFFECTS
IMPORTANT RIGHTS. I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT
COMPLETELY.

     

    
      	/s/ Pankit Desai	 
	Signature of Employee
	 	 
	Date:  	11/23/2005	 
	
            	 
	Accepted and Agreed to by
	Intelligroup, Inc.
	
            	 
	By:	 	 
	
            	 
	Name:   	 	 
	
            	 
	Title:	 	 
	
            	 
	Date:	 	 


    


    

    
    


    SCHEDULE OF PRIOR INVENTIONS AND THIRD
PARTY AGREEMENTS (IF ANY)

     

     

     

     

     

     

     

    
      	Accepted by	Accepted by	 
	Intelligroup,
      Inc.	Employee	 
	 	
            
	By: Michael Mindel	By: Pankit Desai	 
	 	
            	
            
	Name: /s/ Michael Mindel	Name: /s/ Pankit
      Desai	 
	 	
            	
            
	Title : HR Manager	Date : 11/23/2005	 
	 	
            
	Date : 11/23/2005