Exhibit 4.10
INFOSYS LIMITED
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”) is entered into as of June 26, 2022 by and between Infosys Limited (the “Company”), and Salil S. Parekh (“Executive” and together with the Company, the “Parties”).
WHEREAS, Company desires the Executive to perform the role of the Managing Director and Chief Executive Officer;
WHEREAS the Parties are desirous of entering into this Agreement to set forth the terms and conditions of Executive’s employment by the Company;
NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein and for other good and valuable consideration, the Parties agree as follows:
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(iii) Stock Compensation. The Executive shall be entitled to the following stock compensation:
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c. Performance Equity Grant – ESG Metrics. Subject to the approval by the Board (or its committee), the Executive will be eligible to receive an annual performance-based stock incentive grant in the form of RSUs covering Company Shares, having a Value equal to Rupees Two Crores (INR 20,000,000) (the “Annual Performance Equity ESG Grant”). The number of RSUs that will vest under each Annual Performance Equity ESG Grant shall be calculated upon the Executive’s successful completion of each full fiscal year with the Company, the first of which shall conclude on March 31, 2023. The vesting of the Annual Performance Equity ESG Grant is subject to the Company’s achievement of certain environment, social and governance milestones as determined by the Board (or its committee) in its sole discretion, from time to time, in consultation with the Executive; and any RSUs that do not vest as a result of the failure of the Company to meet the milestones shall be forfeited. The Annual Performance Equity ESG Grant for the fiscal year 2022-23 shall be granted to Executive as soon as practicable, after the receipt of the shareholders approval and the subsequent Annual Performance Equity ESG Grant for the following fiscal years shall be granted to Executive within sixty (60) days of the beginning of each fiscal year during the Executive’s Term. The Board (or its committee) shall determine the number of RSUs that will vest under each Annual Performance Equity ESG Grant but in no event later than the 15th day of the 3rd month following the close of the Company’s fiscal year in which such grant was made.
d. Performance Equity Grant - Long Term TSR Metrics. Subject to the approval by the Board (or its committee), the Executive will be eligible to receive annual performance-based stock incentive grant, in the form of RSUs covering Company Shares, having a Value equal to Rupees Five Crores (INR 50,000,000) (the “Annual Performance Equity TSR Grant”). The number of RSUs that will vest under each Annual Performance Equity TSR Grant shall be as follows:
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Any RSUs that do not vest as a result of the failure of the Company to meet the milestones shall be forfeited. The Annual Performance Equity TSR Grant for the fiscal year 2022-23 shall be granted to Executive as soon as practicable, after the receipt of the shareholders approval and the subsequent Annual Performance Equity TSR Grant for the following fiscal years shall be granted to Executive within sixty (60) days of the beginning of each fiscal year during the Executive’s Term.
The Annual Performance Equity TSR Grant shall vest based on the parameters prescribed below. Each of the parameter shall have a weightage of 50%:
In case of delisting of any of the mentioned above peer group companies during the performance measurement period, the Board (or its committee) is entitled to include an additional peer set company to the comparator group.
Shares will vest based on the Company’s performance on Relative TSR in (i) and (ii) above as follows:
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For purposes of this Section, “Value” of a Share subject to an award of RSUs will be the closing trading price of the applicable Share on the national stock exchange (“NSE”) on the Grant Date. The vesting and other terms of each Grant specified in sub-sections (iii)(a)(b)(c) and (d) hereinabove shall be subject to the Company’s “Infosys Limited 2015 Incentive Compensation Plan,” any agreements evidencing the award, and as determined by the Board (or its committee), in its sole discretion, from time to time. In case of any conflict between the provisions of this Agreement and the agreement evidencing the award, the terms of the agreement evidencing the award shall prevail. However, nothing herein shall supersede the “Infosys Limited 2015 Incentive Compensation Plan.”
In this Section, for the Grants specified in sub-sections (iii)(b) and (c), each Annual Performance Equity Grant and each Annual Performance Equity ESG Grant shall vest 12 months from the date of Grant.
e. 2019 Annual Performance Equity Grant Subject to the approval by the Board (or its committee), the Executive will be eligible to receive annual performance-based stock incentive grant, in the form of RSUs covering Company Shares, for the fiscal years commencing 2023-24 onwards, having a market value of Rupees Ten Crores (INR 100,000,000), which shall vest 12 months from the date of each Grant (the “2019 Annual Performance Equity Grant”). The Vesting of the 2019 Annual Performance Equity Grant is subject to the Company’s achievement of certain performance milestones as set out in the Infosys Expanded Stock Ownership Program – 2019 and as determined by the Board (or its committee), in its sole discretion, from time to time, in consultation with the Executive. Any RSU’s that do not vest as a result of the failure of the Company to meet the milestones shall be forfeited.
The 2019 Annual Performance Equity Grant shall be granted to Executive within sixty (60) days of the beginning of each fiscal year during the Executive’s Term. The 2019 Annual Performance Equity Grant shall continue till the expiry of the pool of stock incentives available under the Infosys Expanded Stock Ownership Program – 2019, or until cessation of the Executive’s employment with the Company, whichever is earlier.
For the purposes of this Section, “Value” of a Share subject to an award of RSUs will be the closing trading price of the applicable Share on the national stock exchange (“NSE”) on the Grant Date. The vesting and other terms of each Grant specified in sub-section (iii)(e) hereinabove shall be subject to the Company’s ‘Infosys Expanded Stock Ownership Program 2019’, any agreements evidencing the award, and as determined by the Board (or its committee), in its sole discretion, from time to time. In case of any conflict between the provisions of this Agreement and the agreement evidencing the award, the agreement evidencing the award shall prevail. However, nothing herein shall supersede the ‘Infosys Expanded Stock Ownership Program 2019’.
For the purpose of abundant clarity, the indicative grant dates for the Annual Equity Grant and each performance-based stock incentives specified in this Section 2(iii) are provided in the Annexure.
(iv) Other. Executive shall be eligible for such other payments and benefits (if any) as provided to whole time directors, as determined by the Board (or its committee), in its sole discretion, from time to time.
(v) Review and Adjustment of Compensation. Executive’s compensation, including Fixed Pay, Variable Pay, and Stock Compensation, will be subject to review and adjustments by the Company in its sole and exclusive discretion, and subject to any limits and necessary approvals under applicable law.
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(vi) Clawback. Executive agrees that the compensation and benefits provided under this Agreement will be subject to forfeiture, cancellation, recoupment or clawback as required by applicable laws, government regulations and stock exchange requirements. Executive further agrees that any incentive compensation paid or payable under this Agreement (including any Variable Pay and Stock Compensation) will be subject to forfeiture, cancellation, recoupment or clawback in accordance with the terms of the U.S Dodd Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”) and rules and regulations thereunder in the event the Company is required to restate its financial statements, regardless of whether the Company is then subject to the Dodd-Frank Act.
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(vi) Garden Leave. For purposes of this Agreement, “Garden Leave” means the Company’s right to place the Executive on Garden Leave during the Notice Period. The Company reserves its right during Garden Leave to: (a) cease to vest in, or assign to Executive, any powers or duties or to provide any work to the Executive; (b) change the Executive’s designation or duties as the Company decides appropriate; (c) prevent Executive from contacting or communicating with any current, former or proposed clients, customers, employees, or vendors of the Company; (d) exclude Executive from the premises of the Company; and/or (e) announce to employees, clients, customers, vendors and other relevant persons of the Company that Executive has been given notice of termination or that the Executive has resigned. During the Garden Leave, Executive shall continue to be employed by the Company and shall be paid salary and other applicable benefits including the continued vesting of previously issued grants pursuant to the Executive’s Stock Compensation. Executive shall be required to the duties of confidentiality and good faith shall continue to apply, together with all of the obligations contained in this Agreement.
(vii) Good Reason. For purposes of this Agreement, “Good Reason” is defined as Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of, without Executive’s express written consent, (a) a material reduction of Executive’s duties, position or responsibilities, or the removal of Executive from such position and responsibilities, either of which results in a material diminution of Executive’s authority, duties or responsibilities; or (b) appointment of an Executive Chairman or (c ) change in reporting of the Executive from the Chairman (or any other non-executive member of the Board). Executive’s resignation will not be deemed to be for Good Reason unless Executive has first provided the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice, and such condition has not been cured during such period. Executive acknowledges that any change in Executive’s compensation under this Agreement shall not constitute Good Reason.
(viii) Bonus. For purposes of this Agreement, “Bonus” shall mean the average monthly Variable Pay paid to Executive over the last immediately twelve (12) months prior to the Termination Date.
(ix) Person. For purposes of this Agreement, “Person” means any individual or entity (including without limitation a corporation, partnership, limited liability company, trust, joint venture, or governmental entity or agency).
(x) Prohibited Capacity. For purposes of this Agreement, “Prohibited Capacity” means (i) the same or similar capacity or function to that in which Executive worked for the Company at any time during
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his employment; (ii) any executive or officer capacity or function; (iii) any business development capacity or function; (iv) any ownership capacity (except Executive may own as a passive investment up to two percent of any class of securities regularly traded on a national stock exchange or other public market); (v) any business consulting or advising capacity of function; (vi) any director or similar capacity or function; (vii) any capacity or function in which Executive likely would inevitably use or disclose any of the Company’s trade secrets and/or Confidential Information; (viii) any capacity or function in which the customer goodwill the Executive helped to develop on behalf of the Company, would facilitate or support Executive’s work for a Competitive Business; and/or (ix) any other capacity or function in which Executive’s knowledge of the Confidential Information would facilitate or assist Executive’s work for the Competitive Business.
(xi) Restricted Geographic Area. For purposes of this Agreement, “Restricted Geographic Area” means the United States of America, India, and each country the Company is doing business in as of the Termination Date.
(xiii) Restricted Time Period. For purposes of this Agreement, “Restricted Time Period” means during Executive’s employment with the Company and for six (6) months after the Termination Date.
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If to the Company:
Infosys Limited
Attn: Chairman, Board of Directors
Electronics City Hosur Rd
Bangalore Karnataka India
Bangalore 560 100
If to the Executive:
At the address below or an updated address provided by Executive to the Company:
Attn: Salil S Parekh
Flat 602, Belmont Building
37 D Napean Sea Road
Mumbai 400 036
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23. Conflict. In the event of any conflict between the terms of this Agreement and the terms of the approval of the shareholders of the Company, the terms of the shareholders’ approval shall prevail.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officer, as of the day and year first above written.
COMPANY:
INFOSYS LIMITED
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____________________________________________
By: KRISHNAMURTHY SHANKAR
Title: EVP – GROUP HEAD – HUMAN RESOURCES AND INFOSYS LEADERSHIP INSTITUTE
EXECUTIVE:
____________________________________________
SALIL S. PAREKH
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ANNEXURE
Compensation under Employment Agreement dated December 2, 2017 | Compensation under this Employment Agreement | |
Compensation Components | INR Crores | INR Crores |
Fixed Pay | 6.50 | 8.00 |
Annual Equity Grant (Time Based) | 3.25 | 3.00 |
Variable Pay | 9.75 | 17.00 |
Annual Performance Equity Grant (2015 Plan) | 13.00 | 34.75 |
2019 Annual Performance Equity Grant (2019 Plan) | 10.00 | 10.00 |
Annual Performance Equity ESG Grant (2015 Plan) | 2.00 | |
Annual Performance Equity TSR Grant (2015 Plan) | 5.00 | |
Total Compensation | 42.50 | 79.75 |
Grant Value (in INR Crores) | Indicative Grant Date (in INR Crores) | ||
Annual Equity Grant (Time Based) | FY'23 | 3.00 | February, 2023 |
FY'24 | 3.00 | February, 2024 | |
FY'25 | 3.00 | February, 2025 | |
FY'26 | 3.00 | February, 2026 |
Grant Value (in INR Crores) | Indicative Grant Date (in INR Crores) | ||
Annual Performance Equity Grant (2015 Plan) | FY'23 | 21.75 | August, 2022 |
FY'24 | 34.75 | May, 2023 | |
FY'25 | 34.75 | May, 2024 | |
FY'26 | 34.75 | May, 2025 | |
FY'27 | 34.75 | May, 2026 |
Grant Value (in INR Crores) | Indicative Grant Date (in INR Crores) | ||
2019 Annual Performance Equity Grant (2019 Plan) | FY'24 | 10.00 | May, 2023 |
FY'25 | 10.00 | May, 2024 | |
FY'26 | 10.00 | May, 2025 | |
FY'27 | 10.00 | May, 2026 |
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Grant Value (in INR Crores) | Indicative Grant Date (in INR Crores) | ||
Annual Performance Equity ESG Grant (2015 Plan) | FY'23 | 2.00 | August, 2022 |
FY'24 | 2.00 | May, 2023 | |
FY'25 | 2.00 | May, 2024 | |
FY'26 | 2.00 | May, 2025 | |
FY'27 | 2.00 | May, 2026 |
Grant Value (in INR Crores) | Indicative Grant Date (in INR Crores) | Vesting Remarks | ||
Annual Performance Equity TSR Grant (2015 Plan) | FY'23 | 5.00 | August, 2022 | For Annual Performance Equity TSR Grant made for the fiscal years 2022-23, 2023-24 and 2024-25, the grants will vest after March 31, 2025. |
FY'24 | 5.00 | May, 2023 | ||
FY'25 | 5.00 | May, 2024 | ||
FY'26 | 5.00 | May, 2025 | For Annual Performance Equity TSR Grant made for the fiscal years 2025-26 and 2026-27, the grants will vest after March 31, 2027. | |
FY'27 | 5.00 | May, 2026 |
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