Exhibit 10.5


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement is entered into as of the 1st day of December, 2000, which date is of even date with the Closing
Date of a Stock Purchase Agreement between Data Conversion Inc. and Patni
Computer Systems Limited for the acquisition of 25% of the shares of Data
Conversion Inc., by and between Data Conversion Inc., a Company organized under
the laws of the Commonwealth of Massachusetts with its principal place of
business at 238 Main Street, Cambridge, Massachusetts 02142 (Company) and
Narendra K. Patni of 100 Memorial Drive, Cambridge, Massachusetts 02142
(Employee).


 


RECITALS


 


The
Company is engaged in the business of software development and E commerce
activities.


 


The
Company requires the services of a President and Chief Executive Officer to
manage its operations and discharge its obligations under its existing and
future contracts and relationships.


 


The
Employee has been employed as President by the Company since its inception and
desires to continue to be employed under the terms of a formal contract of
employment.


 


The
Company and the Employee desire to continue the employment relationship and
have negotiated the terms and conditions of that relationship and now desire to
memorialize their agreement in a writing.


 


NOW
THEREFORE, in consideration of the mutual covenants contained herein and
intending to be legally bound, the Company and Employee agree as follows:


 


1.
Engagement, Duties and Term


 


A.
 Employee is hereby employed and the
Employee hereby accepts employment as the President and Chief Executive Officer
of the Company for an Initial Term of five (5) years beginning on the Effective
Date noted above and continuing through the Initial Term and any extensions
thereof unless sooner terminated as provided herein.


 


B.
 Employee shall serve the Company
loyally, diligently and effectively, and shall at all times exert his best
efforts in the Company’s interest. Employee shall have all of the powers,
prerogatives and duties that are customarily and appropriately vested in a
President and CEO and shall be subject to such further duties and
responsibilities reasonably assigned to him by the Board of Directors of the
Company.


 





















 


C.
 Extension of term: Six (6) months prior
to the end of the Initial Term, Employee will give written notice to the
Company of his intention to extend the term for one (1) Extension Term of five
(5) years on such terms and conditions as shall be mutually agreed by the
Employee and Board of Directors prior to the start of the Extension Term. If
the parties cannot agree on the terms and conditions for the Extension Term,
the Agreement shall be extended on the same terms as were in effect during the
last year of the Initial Term including the Base Salary adjustment. The Board
of Directors of the Board of Directors shall have the option to terminate this
Agreement at any time after the start of the Extension Term by paying Employee
his most recent Annual Salary for the balance of the Extension Term.


 


2. Compensation


 


The Company shall pay Employee
as compensation the following amounts:


 


A.  Base Salary:  For the first year of the Initial Term,
Employee’s salary per year shall be $500,000 payable in accordance with
Company’s practice (monthly) in twelve (12) installments of $41,666.66 less
applicable deductions. After the first year, the Base Salary for each year of
the Initial and the Extension Term shall be subject to upward adjustment of 10%
of the last year’s Base Salary.


 


B.  Incentive Compensation:  The Employee shall be eligible
to participate in an Incentive Compensation Plan including ESOP in Patni
Computer Systems Limited (PCS) in accordance with its ESOP for its Employees
and Directors.


 


3. Benefits


 


A.  The Employee will be entitled to participate
in all current and future benefit and insurance programs available to employees
of the Company. The Company will secure and pay for policies covering full and
partial disability as well as provide the following: full-coverage family
medical and dental insurance and a Travel and Accident Policy equal to 2 times
the Employee’s then Base Salary.


 


B.  Pension: The Employee shall be eligible to
participate in any Employee or Executive Pension Plans in effect or instituted
by the Company.


 


C.  Automobiles:
The Company will provide while this Agreement is in effect, full coverage
leases for two (2) automobiles for the Employee. The cars will be equivalent to
those currently used by Employee and their future equivalents and leases shall
be for terms not to exceed 3 years unless otherwise agreed.


 


D.
 Business Expenses:  The Company will reimburse Employee for all
reasonable Business Expenses incurred by him in the performance of his duties.


 


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E.
 Vacation:  Employee shall be entitled to take up to six
(6) weeks vacation per year for each year of the Initial or Extension Term. Any
vacation time not taken shall accrue and in the event of termination of this
Agreement for any reason, accrued vacation shall be paid to the Employee.


 


4. Termination


 


This Agreement shall
terminate upon the first to occur of any of the following:


 


(a)                                  Expiration of the Initial Term provided the Employee has not exercised his sole
option to extend;


 


(b)                                 Employee’s death while this agreement is in effect;


 


(c)                                  Permanent Disability (as hereinafter defined) while this Agreement is in effect.


 


(d)                                 Termination of the Employment by the Board of Directors during the Extension Term.


 


(e)                                  Resignation by Employee due to unresolvable issues with the Board of Directors.


 


Employee shall be deemed
“Permanently Disabled” upon the occurrence of any of the following events: (i)
the Company shall receive a written certificate from a physician who is on the
staff of a hospital which is affiliated with an accredited medical school stating
that, based upon such physician’s examination of Employee, it is such
physician’s opinion that, as of the date of such certification and for a period
of sixty (60) days thereafter, Employee is and will be substantially unable to
perform his customary duties there; or (ii) the expiration of a one hundred
twenty (120) consecutive day period throughout which Employee is substantially
unable to perform his customary duties hereunder as a result of physical or
mental illness or injury; or (iii) the adjudication of Employee as an
incompetent or a disabled person and the appointment of a conservator or a
guardian for his person or property by a court of competent jurisdiction.


 


In
the event of termination for any of the reasons specified in this Clause 4
above, Employee shall receive as a lump-sum Severance Payment a sum equal to
five (5) times Employee’s then most recent and effective Annual Base Salary.


 


5. Retirement:


 


The
Company shall provide the following Retirement Benefits to the Employee or his surviving
spouse:


 


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(a)                                  On the Employee’s retirement from or the
termination of his employment relationship with the Company fifty (50%) percent
of the Employee’s last Annual Base Salary, payments to start when the Employee
reaches the age of 65; and


 


(b)                                 Full medical and dental insurance coverage.


 


In the event of the
Employee’s death, prior to electing retirement from the Company or reaching the
age of 65, the foregoing benefits shall commence to be paid to the Employee’s
surviving spouse until her death.


 


The foregoing benefit shall
not be alienable by the Employee or his surviving spouse by assignment or any
other method and shall not be subject to be taken by his creditors by any
process whatsoever.


 


6. General:


 


(a)                                  This Agreement shall be governed by the laws
of the Commonwealth of Massachusetts.


 


(b)                                 Any notices to be delivered under this
Agreement must be in writing and shall be effective when delivered personally
or deposited by certified mail, return receipt requested, to the addresses specified on page 1.


 


(c)                                  This Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.


 


(d)                                 No failure by either party to take any action
or assert any right hereunder shall be deemed to be a waiver of such right in
the event of the continuation or repetition of the circumstances giving rise to
such right.


 


(e)                                  If any provision of this Agreement is held by
a court of competent jurisdiction to be contrary to law, the remaining
provisions of this Agreement will remain in full force and effect.


 


(f)                                    This Agreement contains the complete and
exclusive understanding of the parties with respect to the subject matter and
supersedes all prior or contemporaneous oral or written communications related thereto.
Any amendment or supplement to these terms and conditions must be in writing
and signed by each of the parties.


 


This
Agreement was approved by the Board of Directors of Company by Unanimous Written
Consent and such Consent is filed with the records of the Corporation as a vote
taken at a meeting.


 


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IN WITNESS WHEREOF, this Agreement has been executed in
counterparts by the parties under seal to be effective as of the date first
written above.


 


	
   

  	
  Data
  Conversion Inc Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ John
  Ganick, Vice President

  	
   

  
	
   

  	
  its Vice
  President duly authorized

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Narendra K Patni

  	
   

  
	
   

  	
  EMPLOYEE

  



 


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DEED OF AMENDMENT OF THE EMPLOYMENT AGREEMENT
DATED 1st DECEMBER 2000.


 


This
Deed of Amendment dated                 records
alterations and additions to the Employment Agreement dated 1st
December, 2000 thereinafter referred to as the said EA)
among


 


(1)
 PATNI COMPUTER SYSTEMS,
INC.  (formerly know as DCI
Inc.), a Corporation incorporated under the Laws of the Commonwealth of
Massachusetts, USA and having their principal place of business at 238 Main
Street, Cambridge, Massachusetts 2142, USA (hereinafter referred to as Patni,
Inc. or the Company) which expression shall mean and include its successors and
Permitted Assigns. 


 


And


 


(2)  MR. NARENDRA K. PATNI
of 100 Memorial Drive, Cambridge, Massachusetts 02142, U.S.A (hereinafter
referred to as NKP or the Employee)


 


RECORDS THAT IT IS HEREBY
AGREED UPON BY AND BETWEEN THE PARTIES HERETO THAT:-


 


THE SAID EA SHALL STAND RECTlFIED AND AMENDED AS UNDER:-


 


1)              Paragraph 1(A) of the said EA
shall stand deleted and in it place and stead the following shall be substituted
as

paragraph [ILLEGIBLE]


 





















 


“Employee
is hereby employed and the Employee hereby accepts employment as the President
and Chief Executive Officer of the Company for an initial term till 31st December,
2008 (hereinafter referred to as the Initial Term) and continuing through the
Initial Term and any extensions thereof unless sooner terminated as provided
herein.”


 


2)              Paragraph 5 of the EA shall stand deleted and
in its stead the following shall be substituted as paragraph 5:-


 


“The
Company shall provide the following Retirement Benefits to the Employee or his
surviving spouse”


 


(a)                                  On the Employee’s retirement from or the
termination of his employment relationship with the Company, fifty (50%)
percent of the Employee’s last Annual Base Salary; and


 


(b)                                 Full medical and dental insurance coverage.


 


In the event of the
Employee’s death, prior to electing retirement for the Company the foregoing
benefits shall commence to be paid to the Employee’s surviving spouse until her death.


 


The foregoing benefit shall
not be alienable by the Employee or his surviving spouse by assignment or any
other method and shall not be subject to be taken by his creditors by any
process whatsoever.”


 


3)              This agreement shall come into effect from
the date hereof and thereupon the said EA shall be deemed to be and stand
amended and restated and will thereafter be


 





















 


                        on the terms set out in this agreement. Such
amendment and restatement is without prejudice to any accrued liabilities and obligations prior to the date hereof.


 


4)              Save as aforesaid the said EA and all the
terms and conditions thereof and the covenants therein contained shall remain
valid and subsisting to the
intent and effect that the alterations and additions thereto as hereinabove
indicated were incorporated in the said EA respectively and formed a part of
the same as on the date of execution of the said EA.


 


5)              The said Agreement as altered and amended as
aforesaid shall be binding upon all the parties hereto in the manner stated in
the said Agreement.


 


6)              This agreement shall in all respects be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts, including all matters of construction, validity and performance.


 


                        IN WITNESS WHEREOF, this
Deed has been executed in counterparts by the parties under seal to be
effective as of the date first written above.


 


	
   

  	
  Patni
  Computer Systems, Inc.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Narendra
  Kumar Patni

  	
   

  
	
   

  	
   

  	
  EMPLOYEE