VIRTUSA CORPORATION (NASDAQ:VRTU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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VIRTUSA CORPORATION (NASDAQ:VRTU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

VIRTUSA CORPORATION (NASDAQ:VRTU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July25, 2018, Virtusa Corporation (the “Company”) entered into amended and restated executive agreements (“Executive Agreements”), approved by the Compensation Committee and the Board of Directors of the Company, with each of Mr.Kris Canekeratne, the Company’s chairman and chief executive officer, Mr.Samir Dhir, the Company’s president, Mr.Ranjan Kalia, the Company’s executive vice president and chief financial officer, secretary and treasurer, Mr.Thomas R. Holler, the Company’s executive vice president and chief strategy officer, Mr.Keith Modder, the Company’s executive vice president and chief operating officer and Mr.Sundar Narayanan, the Company’s executive vice president and chief people officer. The employment agreements amend and restate the terms of the existing executive agreements entered into in April2007 for Messrs.Canekeratne, Holler and Modder, July2009 for Mr.Kalia in connection with his promotion in fiscal 2009, and August2017 for Mr.Dhir in connection with his appointment as president of Virtusa. The Company entered into Executive Agreements with these executive officers to, among other things, make certain modifications to the severance and change in control arrangements contained in the Executive Agreements (“Severance Benefits”) that are designed to enhance alignment of the Severance Benefits with market practice.

The following is a brief summary of the Severance Benefits contained in the Executive Agreements for the executive officers listed above, including changes from the prior agreements, which are qualified in their entirety by reference to the full text of the Executive Agreements, which are filed as exhibits to this Form8-K and incorporated by reference herein.

· Changed period for continuation of health care benefits from 12 months to 18 months for our CEO and from 6 months to 12 months for these other executive officers; and

· Included payout of current year bonus based on actual performance (prorated).

In connection with, and as part of the Executive Agreements as an exhibit thereto, each of the executive officers listed above also entered into an Employee Non-Competition, Nondisclosure, Non-Solicitation and Developments Agreement, which among other provisions, provides for certain non-competition and non-solicitation of customer and employee restrictions for a period of 12 months following any termination of employment, in addition to other customary terms, including provisions covering non-disclosure obligations and assignment of inventions covenants.

The foregoing is a summary of the terms of the Executive Agreements and does not purport to be complete and is qualified in its entirety by reference to the full text of the respective Executive Agreements with Messrs.Canekeratne, Dhir, Kalia, Holler, Modder and Narayanan, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

The following exhibits relate to Item 5.02:

ExhibitNo.

Description

10.1+

Amended and Restated Executive Agreement, dated July25, 2018, by and between the Company and Kris Canekeratne.

10.2+

Amended and Restated Executive Agreement, dated July25, 2018, by and between the Company and Samir Dhir.

10.3+

Amended and Restated Executive Agreement, dated July25, 2018, by and between the Company and Ranjan Kalia.

10.4+

Amended and Restated Executive Agreement, dated July25, 2018, by and between the Company and Thomas R. Holler.

10.5+

Amended and Restated Executive Agreement, dated July25, 2018, by and between the Company and Keith Modder.

10.6+

Amended and Restated Executive Agreement, dated July25, 2018, by and between the Company and Sundar Narayanan.

+ Indicates a management contract or compensation plan, contract or arrangement.


VIRTUSA CORP Exhibit
EX-10.1 2 a18-17546_2ex10d1.htm EX-10.1 Exhibit 10.1   AMENDED AND RESTATED EXECUTIVE AGREEMENT   This Amended and Restated Executive Agreement (the “Agreement”) is made as of the 25th day of July,…
To view the full exhibit click here

About VIRTUSA CORPORATION (NASDAQ:VRTU)

Virtusa Corporation (Virtusa) is an information technology services company. The Company’s services include information technology (IT) and business consulting, digital enablement services, user experience (UX) design, development of IT applications, maintenance and support services, systems integration, infrastructure and managed services. Its services enable its clients to accelerate business outcomes by consolidating, rationalizing and modernizing the clients’ core customer-facing processes into one or more core systems. It delivers solutions through a global delivery model, applying advanced methods, such as Agile, a technique designed to accelerate application development. The Company uses its consulting methodology, Accelerated Solution Design (ASD). It supports the Chief Information Officers (CIOs) of its client organizations in solving their critical issues, including managing total cost of ownership, accelerating time-to-market and increasing productivity.