Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 20, 2021, Genpact Limited (the "Company") announced that Mr. Michael
Weiner, age 49, will become its new Chief Financial Officer, effective August
10, 2021. Upon Mr. Weiner assuming the role of Chief Financial Officer of the
Company, Mr. Edward Fitzpatrick will step down as Chief Financial Officer and
take on the role of SVP and Senior Client Advisor, reporting to the CEO. On July
16, 2021, the Company entered into an employment agreement (the "Agreement")
with Mr. Weiner, effective as of August 2, 2021, as more fully described below.
Mr. Weiner served from 2010 to 2021 as executive vice president, chief financial
officer and treasurer of National General Holdings Corp., which was acquired by
The Allstate Corporation in January 2021. Prior to that, he worked with Ally
Financial's GMAC Insurance unit, Cerberus Operations and Advisory Company,
Citigroup, KPMG LLP, and Bankers Trust Company. Mr. Weiner earned a Master of
Business Administration from Hofstra University and a Bachelor's degree in
Business Administration from Adelphi University. He is also a Chartered
Financial Analyst.
There are no family relationships between Mr. Weiner and any director or
executive officer of the Company, and there have been no transactions between
Mr. Weiner and the Company in the last fiscal year, and none are currently
proposed, that would require disclosure under Item 404(a) of Regulation S-K.
Employment Agreement with Mr. Weiner
The Agreement, which is for an unspecified term, provides for an annual base
salary of $600,000 and an annual performance bonus with a target of 100% of base
salary, each of which is subject to review annually by the Board of Directors
(the "Board") of the Company and may be adjusted at the Board's discretion from
time to time. Under the Agreement, Mr. Weiner is also eligible to participate in
all employee benefit plans maintained by the Company for the benefit of its
executives generally and is entitled to severance benefits upon certain
qualifying terminations of employment, as described in more detail below. The
Agreement provides that Mr. Weiner's employment with the Company may be
terminated at any time with or without cause.
Additionally, the Agreement provides for the following initial equity awards to
be granted to Mr. Weiner on August 10, 2021:
Initial Option Grant
Mr. Weiner will be granted an option covering a number of Company common shares
with a Black Scholes value (on the grant date) of $4,000,000 and an exercise
price equal to the closing price of a Company common share on the grant
date. The option will vest and become exercisable with respect to 50% of the
shares subject to the option three years from the date that Mr. Weiner commences
employment with the Company (the "Effective Date") and with respect to the
remaining 50% of the shares subject to the option five years from the Effective
Date, provided Mr. Weiner remains in employment or service with the Company
through each such date. The option is subject to accelerated vesting as
described below upon a termination by the Company without "cause" or by Mr.
Weiner for "good reason" (each as defined in the Agreement). Upon Mr. Weiner's
termination of employment, the vested portion of the option will remain
exercisable for a period of 90 days (6 months in the case of termination by
reason of death or disability and as provided below) following the date of
termination.
Initial Performance Share Grant
Mr. Weiner will also be granted a 2021 performance share award covering a target
number of shares determined by dividing $1,000,000 by the closing price of a
Company common share on the grant date. The award will vest and convert into
common shares based on the performance metrics and service requirements
established by the compensation committee. This performance share award is
subject to accelerated vesting as described below upon a termination by the
Company without "cause" or by Mr. Weiner for "good reason" (each as defined in
the Agreement) and on a pro rata basis in the event of termination due to death
or disability.
Initial RSU Grant
Mr. Weiner will also be granted a restricted share unit ("RSU") award covering a
number of common shares determined by dividing $2,000,000 by the closing price
of a Company common share on the grant date. The RSUs will vest in two equal
successive annual installments upon completion of each year of service over the
two-year period measured from the Effective Date. The RSUs will be subject to
accelerated vesting as described below upon a termination by the Company without
"cause" or by Mr. Weiner for "good reason."
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In the event Mr. Weiner is terminated by the Company without "cause" or he
resigns for "good reason" (each as defined in the Agreement), he will be
eligible to receive severance payments that consist of (a) an amount equal to 12
months of his base salary, payable in installments over the 12-month period
following termination; (b) a lump sum payment in an amount equal to his
pro-rated target bonus for the year of termination based on the period of
employment in the year of termination; and (c) a lump-sum payment equal to the
cost that would be payable by the Company, measured as of his termination date,
of acquiring health benefits for the Mr. Weiner and his spouse and eligible
dependents, as applicable, under the Company's group health plan for 18 months
following termination.
In addition, in the event such termination occurs prior to or more than 24
months following a change of control of the Company (as defined in the Company's
2017 Omnibus Incentive Compensation Plan), each of Mr. Weiner's then outstanding
time-based options, time-based restricted share unit awards and performance
share awards with respect to which the performance period has been completed
prior to termination such that the award remains subject only to time-based
vesting will vest on the termination date with respect to the number of shares
that would have vested had the executive continued in service for a period of 12
months following the termination date (the "Additional Shares"). All time-based
options may be exercised for any Additional Shares vesting under the time-based
option and any previously-vested shares for six months following the termination
date (or if earlier, upon the expiration of the term of the time-based option).
In the event such termination occurs within 24 months following a change of
control, each of Mr. Weiner's outstanding time-based options, time-based
restricted share unit awards and performance share awards will vest in full on
the change of control (with respect to the number of shares then subject to the
awards). All time-based options (including with respect to any previously-vested
shares) will remain exercisable for a period of 6 months following the
termination date (or if earlier, upon the expiration of the term of the
time-based option).
Payment of severance benefits pursuant to the Agreement is conditioned on Mr.
Weiner executing a general release of all claims against the Company and its
affiliates and continued compliance with various covenants in the Agreement
prohibiting his engagement in competitive activities, solicitation of clients
and employees, disclosure of confidential information and disparagement of the
Company, subject to applicable law.
In addition, the Agreement includes an Internal Revenue Code ("Code") Section
280G "best pay" provision pursuant to which in the event any payments or
benefits received by Mr. Weiner would be subject to an excise tax under Code
Section 4999, he will receive either the full amount of such payments or a
reduced amount such that no portion of the payments is subject to the excise
tax, whichever results in the greater after-tax benefit to him.
The foregoing summary is qualified in its entirety by the full texts of the
Agreement, Form of Share Option Agreement, Form of PSU Award Agreement and Form
of RSU Award Agreement, which are filed herewith as Exhibits 10.1, 10.2, 10.3
and 10.4, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 10.1 Employment Agreement between the Company and Michael Weiner, dated
July 16, 2021
Exhibit 10.2 Form of Share Option Agreement
Exhibit 10.3 Form of PSU Award Agreement
Exhibit 10.4 Form of RSU Award Agreement
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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