Vice President, Hosting & Chief Technology Officer Employment Agreement D- Arthur W. Beckman

EXHIBIT 10.35


INDUS INTERNATIONAL


EMPLOYMENT AGREEMENT


This Agreement is entered into as of January 1, 2006 (the "Effective Date"), by and between Indus International, Inc. (the "Company"), and Arthur W. Beckman (the "Executive"). Executive currently serves as the Vice President, Hosting and Chief Technology Officer of the Company, pursuant to the terms of that certain Employment Agreement, dated as of January 5, 1999, between Executive and the Company (the "Prior Agreement"). From and after the Effective Date, the Prior Agreement will be superseded in its entirety by this Agreement.


1. Duties and Scope of Employment.


(a) Employment, Positions and Duties. Executive is hereby employed as of the Effective Date as EXECUTIVE VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER of the Company reporting to the Chief Executive Officer or President. Executive will render such business and professional services in the performance of his duties, consistent with Executive's position within the Company, as shall reasonably be assigned to him by the Company's Chief Executive Officer, President, or Board of Directors (the "Board").


(b) Obligations. Executive will perform his duties faithfully and to the best of his ability and will devote all of his business efforts and time to the Company at the Company's SAN FRANCISCO, CALIFORNIA offices. Executive understands and agrees that frequent travel may be necessary in carrying out his duties hereunder including, without limitation, frequent travel to the Company's global offices as well as client sites. Executive agrees that he will not, without the prior approval of the Board of Directors, (i) serve on the board of directors (or similar governing body) of any other company, (ii) serve as a director or trustee of any civic, educational or charitable organization, (iii) make plans or prepare, whether alone or with others, to compete against the Company at some point in the future, or (iv) actively engage in any other employment, occupation or consulting activity, with or without any direct or indirect remuneration; provided, however, that Executive may serve in any non-director or non-trustee capacity with any civic, educational or charitable organization without the approval of the Board, so long as such activities do not materially interfere with his duties and obligations under this Agreement.


2. Compensation.


(a) Base Salary. The Company will pay Executive as compensation for his services a base salary at the annualized rate of $227,900 (the "Base Salary"). Effective April 1, 2006, Executive's Base Salary shall increase to the annualized rate of $234,350. The Base Salary will be paid periodically in accordance with the Company's normal payroll practices and be subject to applicable tax withholding. The Board, or the Compensation Committee of the Board, shall review the Base Salary each year and may increase, but not decrease, the Base Salary at any time. Any increase in Base Salary shall not limit or reduce any other obligations to the Executive under this Agreement. The term "Base Salary" as used in this Agreement shall refer to the Base Salary as it may be adjusted from time to time.


(b) Annual Bonus. In addition to the Base Salary, Executive may receive a discretionary performance bonus during each year of employment with the Company under this Agreement in an amount to be determined by the Board or the Compensation Committee of the Board (the "Annual Bonus"). Such performance bonus, if any, shall be determined by the Board, or


the Compensation Committee of the Board, based upon its evaluation of performance relative to the business plan and other pertinent considerations.


3. Employee Benefits; Indemnification. Executive will be entitled to participate in the equity incentive, and employee benefit plans currently or hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company's group medical, dental, vision, disability, life insurance, and flexible-spending account plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees (including Executive) at any time.


4. Paid Time Off. Executive will be entitled to paid time off each year for vacation time, sick leave and personal time in accordance with the Company's policies, as such policies are in effect from time to time, with the timing and duration of specific time off mutually and reasonably agreed to by the parties hereto. The Company reserves the right to cancel or change its policies at any time.


5. Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive's duties hereunder. Such expenses shall be reimbursed in accordance with the Company's expense reimbursement policy as in effect from time to time.


6. Termination and Severance.


(a) Termination of Employment. Executive's employment may be terminated (i) by the Company with or without Cause, (ii) by Executive for Good Reason or no reason or (iii) by reason of Executive's death or Disability.


(b) Termination Without Cause; Termination for Good Reason. If (i) Executive's employment with the Company is terminated by the Company without "Cause" (as defined herein) or by the Executive for "Good Reason" (as defined herein), and (ii) Executive signs and does not revoke the Company's separation agreement and standard release of claims , then Executive shall be entitled to receive as severance, payable over a period of nine (9) months from the date of such termination in accordance with the Company's normal payroll policies, (1) an amount equal to nine (9) months of Executive's then-current Base Salary (less applicable withholding taxes); (2) a payment equal to a pro-rata portion of Executive's Annual Bonus for the performance year in which Executive's termination occurs, determined by multiplying a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365, by (i) the greater of (a) the Executive's target annual bonus for the performance year or (b) the amount Executive would be able to receive if the date of termination were the end of the performance year, or (ii) if the amounts under (1)(a) or (b) are not determinable, Executive's Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, for the most recently completed fiscal year; and (3) the Company will pay for full COBRA benefits for Executive and any of Executive's dependents that Executive had elected to cover by Company's benefit plans during Executive's employment at Company for the earlier of eighteen (18) months or until Executive becomes eligible to receive health, medical and/or dental benefits, respectively, from a new employer.


(c) Voluntary Termination; Termination for Cause. If Executive's employment with the Company is terminated by Executive without Good Reason or by the Company for Cause,


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then (i) all vesting of the Options will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will only be eligible for severance benefits in accordance with the Company's established policies as then in effect, if applicable.


(d) Death or Disability. If Executive's employment with the Company is terminated due to Executive's death or Disability (as defined herein), this Agreement shall terminate without further obligations to Executive, or Executive's legal representatives, under this Agreement, other than for payment of (1) Executive's Base Salary through the date of termination to the extent not theretofore paid and (2) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the "Accrued Obligations"). The Company shall timely pay or provide to Executive, or, if applicable, Executive's estate and/or beneficiaries, any other amounts or benefits required to be paid or provided under any plan, program, policy or practice or contract or agreement of the Company. Accrued Obligations shall be paid to Executive, or, if applicable, Executive's estate and/or beneficiaries, in a lump sum in cash within thirty (30) days of the date of termination.


(e) No Duty to Mitigate. The Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that the Executive may receive from any other source.


(f) Nonduplication of Severance. Notwithstanding anything in this Agreement to the contrary, in the event that (i) the Executive and Company are party to a Change in Control Agreement and (ii) the Executive becomes entitled to severance payments and/or benefits in connection with the termination of his or her employment pursuant to such Change in Control agreement, the Executive shall not be entitled to severance payments and/or benefits pursuant to this Section 6.


7. Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive's severance and benefits shall be either:


(a) delivered in full, or


(b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code,


whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 7 shall be made in writing by the Company's independent public accountants immediately prior to a Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 7, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations


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concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 7.


8. Definitions.


(a) Cause. For purposes of this Agreement, "Cause" is defined as (i) an act of dishonesty made by Executive in connection with Executive's responsibilities as an employee, (ii) Executive's indictment for, conviction of, or plea of guilty or nolo contendere to, a felony which the Board reasonably believes had or will have a material detrimental effect on the Company's reputation or business, (iii) Executive's gross misconduct, (iv) Executive's continued substantial failure to perform such Executive's duties after Executive has received a written demand for performance from the Company which specifically sets forth the factual basis for the Company's belief that Executive has not substantially performed his duties, (v) the willful and continued material violation of written Company policies or procedures by Executive, after a written demand for substantial compliance with such policies or procedures is delivered to Executive by the Compensation Committee of the Board of Directors of the Company which specifically identifies the manner in which such Committee or the Board believes that Executive has not substantially complied with the same, or (vi) Executive's breach of any of the provisions of Sections 9 through 14 of this Agreement.


(b) Disability. If the Company determines in good faith that the Disability of Executive has occurred, it may give to Executive written notice of its intention to terminate Executive's employment. In such event, Executive's employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive's duties. For purposes of this Agreement, "Disability" shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) an aggregate of 180 days in a 12-month period. At the request of Executive or his personal representative, the Board's determination that the Disability of Executive has occurred shall be certified by a physician mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive's termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.


(c) Good Reason. "Good Reason" means without the Executive's consent (i) a significant reduction of the Executive's duties, position or responsibilities, or the removal of such Executive from such position and responsibilities, unless the Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive; (ii) a reduction by the Company in the base compensation of the Executive as in effect immediately prior to such reduction other than in connection with a generally applicable reduction in executive officer compensation; or (iii) the involuntary relocation of the Executive to a facility or a location more than fifty (50) miles from such Executive's then present location; or (iv) the material breach by the Company of any provision of th ...