2.1.  

Executive agrees that during the Employment Period, and while Executive is employed by Employer, he shall devote his full normal and customary working time, energies and talents exclusively to serving in the capacity of Chief Executive Officer of Employer and to performing such other duties consistent with his position, as may be properly assigned to him by the Board of Directors of Employer (the “Board”). He will carry out such duties faithfully, efficiently and in a professional manner.

2.2.  

In addition to the limitations imposed upon Executive by the Restrictive Covenants contained in Section 4, Executive shall not during the Employment Period and while he is employed by the Employer, without prior written consent from the Board:

2.2.1.  

serve as, be a consultant to or employee, officer, manager, agent, or director of, any corporation, partnership or other entity other than Employer (other than civic, charitable, or other public service organizations) if, as determined at the reasonable discretion of the Board, such service, employment, or position would have a material adverse effect upon the ability of Executive to perform his duties hereunder and Executive is so advised in writing and given a period of not less than ninety (90) days to cease; or

2.2.2.  

have more than a ten percent (10%) ownership interest in any enterprise other than Employer if such ownership interest would have a material adverse effect upon the ability of Executive to perform his duties hereunder, and the Executive is so advised in writing and given a period of not less than ninety (90) days to divest the interest.

3.1.  

Executive shall receive, for each consecutive twelve (12) month period beginning on the Effective Date and ending on each anniversary thereof, a rate of pay equal to Three Hundred Thousand Dollars ($300,000.00) per year (“Base Pay”).  Such compensation shall be payable in substantially equal monthly or more frequent installments and subject to customary tax withholding.

3.2.  

Executive shall be entitled to participate in all executive benefit plans maintained by Employer on substantially the same terms and conditions as other executives of Employer including, but not limited to, plans as mentioned in Attachment 1.

3.3.  

Executive shall receive at least fifteen (20) days paid vacation per year, provided, however, that such vacation shall be scheduled and taken in accordance with Employer’s standard vacation policies applicable to Employer’s other executives.  Executive shall also be entitled to all other holiday and leave pay generally available to Employer’s other executives.  Any vacation days not used in a twelve (12) month period shall accrue and carry over to subsequent years.

3.4.  

Executive shall receive at least fifteen (15) days paid sick leave per year.  Any sick leave not used in a twelve (12) month period shall not accrue or carry over to subsequent years.

3.5.  

Executive shall be reimbursed by Employer for all reasonable business, promotional, travel and entertainment expenses incurred or paid by Executive during the Employment Period in the performance of his services under this Employment Agreement.

4.1.  

The agreements and covenants contained in this Section 4 are essential to protect the business interests of Employer and Employer will not enter into this Agreement but for such agreements and covenants. Accordingly, Executive covenants and agrees to the following:

4.1.1.  

Confidential Information.  Except as may be required by the lawful order of a court, regulatory body or similar agency of competent jurisdiction, and at the sole cost and expense of the Employer, if any, unless disclosed with the Employer’s permission, Executive agrees to keep secret and confidential, during the Employment Period and while he is employed by Employer, all confidential non-public information of Employer, and its respective affiliates that was acquired by, or disclosed to, Executive during the course of his employment by Employer or any of its affiliates, including information relating to customers (including, without limitation, credit history, repayment history, financial information and financial statements), costs, operations, financial data and plans, and employee information, whether past, current or planned, and not to disclose the same, either directly or indirectly, to any other person, firm or business entity, or to use it in any way; provided, however, that the provisions of this Section 4.1.1 shall not apply to information that:  (A) was, is now, or becomes generally available to the public (but not as a result of a breach of any duty of confidentiality by which Executive is bound); (B) was disclosed to Executive by a third party not subject to any duty of confidentiality to Employer prior to its disclosure to Executive; (C) is disclosed by Executive in the ordinary course of Employer’s business as a proper part of his employment in connection with communications with customers, vendors and other proper parties, provided that it is for a proper business purpose solely for the benefit of Employer.  During the Employment Period and while he is employed by Employer, Executive further agrees that he shall not make any statement or disclosure that is intended by Executive to be detrimental to Employer or any of its affiliates.

4.1.2.  

Non-Competition.

4.1.2.1.  

Executive agrees that for the period commencing on the Effective Date and ending on the date on which Executive’s employment with Employer is terminated for any reason or no reason (the “Non-Competition Period”), Executive shall not directly or indirectly, alone or as a partner, officer, director, manager, employee, consultant, agent, independent contractor, member or stockholder of any person or entity (“Person”), engage in any business activity in India or the United States that is directly or indirectly in competition with the Business (as defined herein) of Employer or which is known by Executive to be detrimental to the Business or business plans of Employer or its affiliates; provided, however, that the record or beneficial ownership by Executive or his immediate family members of five percent (5%) or less of the outstanding publicly traded capital stock of any company for investment purposes shall not be deemed to be in violation of this Section 4.1.2.1 so long as Executive is not an officer, director, manager, employee or consultant of such Person.  The “Business” of Employer shall mean infrastructure building in India.  Executive further agrees that during the Non-Competition Period, he shall not in any capacity, either separately or in association with others:  (1) employ or solicit for employment or endeavor in any way to entice away from employment with Employer or its affiliates (a) any current employee of Employer or its affiliates or (b) any Person who was employed by Employer or its affiliates in any preceding 12-month period; (2) solicit, induce or influence any supplier, customer, agent, consultant or other Person that has a business relationship with Employer to discontinue, reduce or modify such relationship with Employer; nor (3) solicit or enter into negotiations with any of Employer’s identified potential acquisition candidates.

4.1.2.2.  

Executive understands that the foregoing restrictions may limit his ability to engage in a business similar to Employer’s Business for the duration of the Non-Competition Period, but acknowledges that he will receive sufficiently high remuneration and other benefits to justify such restriction as an employee of Employer pursuant to this Agreement.

4.1.2.3.  

Notwithstanding the generality of any other provision of this Agreement, during the Non-Competition Period, it shall not be a violation of Section 2.2 or this Section 4 for Executive to (i) be an owner, partner, officer, director, manager, employee, consultant, agent, independent contractor, member or stockholder of any person or entity that does not compete with the Business of Employer or (ii) make unlimited investments with other family members in any person or entity that does not compete with the Business of Employer.

4.1.3.  

Remedies.  If Executive breaches any of the provisions contained in Sections 4.1.1 or 4.1.2 (the “Restrictive Covenants”), Employer shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Employer at law or in equity.

4.1.3.1.  

Executive shall account for and pay over to Employer all compensation, profits, and other benefits which inure to Executive’s benefit which are derived or received by Executive or any person or business entity controlled by Executive, resulting from any action or transactions constituting a breach of any of the Restrictive Covenants.

4.1.3.2.  

Notwithstanding the provisions of Section 4.1.3.1 above, Executive acknowledges and agrees that in the event of a violation or Executive’s threatened violation of any of the Restrictive Covenants, Employer shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunction or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies that may be available at law or in equity.

4.1.4.  

Severability.  If any of the Restrictive Covenants, or any part thereof, are held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, are held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.

4.1.5.  

Proprietary Rights.  Executive acknowledges and agrees that all know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, employee files, client files, and any materials made by Executive or by Employer during the period of Executive’s employment are the property of Employer and shall not be used by Executive in any way adverse to Employer’s interests while he is so employed by Employer.

5.1.  

Termination Without Cause.  In the event Employer terminates Executive’s employment during the Employment Period without Cause, or at the end of the term, does not renew the Employment Agreement on substantially the same terms, Employer shall pay Executive compensation, incentive compensation and benefits as specified in Section 3 through thirty six (36) months during which time Executive shall be entitled to:

5.1.1.  

receive payment of his salary in accordance with the provisions of Section 3;

5.1.2.  

continued participation in the benefit plans of Employer as specified in Section 3 at Employer’s expense.

5.2.  

Voluntary Resignation.  Executive may terminate his employment with Employer for any reason (or no reason at all) at any time by giving Employer ninety (90) days prior written notice of voluntary resignation; provided, however, that Employer may decide that Executive’s voluntary resignation be effective immediately upon notice of such resignation. Employer shall have no obligation to make payments to Executive in accordance with the provisions of Section 3 for periods after the date on which Executive’s employment terminates due to Executive’s voluntary resignation, including in the event Employer accelerates the effectiveness of the resignation in accordance with this Section 5.2.  The non-competition clause as outlined in Section 4.1.2 shall apply for a period of 6 months following the effective date of the voluntary resignation.

5.3.  

However, for purposes of this Section 5, if Executive resigns within one hundred and twenty (120) days following the occurrence of one of the following events, Executive shall be deemed to be Terminated without Cause in accordance with Section 5.1:

5.3.1.  

Executive’s duties are materially reduced from those described in Section 2;

5.3.2.  

the relocation of Executive’s office more than twenty five (25) miles from Bethesda, Maryland without Executive’s consent;

5.3.3.  

a material breach of any of the provisions of this Agreement by the Employer.

5.3.4.  

a change of control of IGC.

5.4.  

Termination for Cause.  Employer shall have no obligation to make payments to Executive in accordance with the provisions of Section 3 or otherwise for periods after Executive’s employment with Employer is terminated because of Executive’s termination for Cause. For purposes of this Section 5.4, Executive shall be considered terminated for “Cause” if he is discharged by Employer on account of the occurrence of one or more of the following events:

5.4.1.  

Executive becomes habitually addicted to drugs or alcohol, as confirmed by the written opinion of a medical doctor;

5.4.2.  

Executive intentionally discloses confidential information in violation of Section 4.1.1 or engages in any action in violation of Section 4.1.2.

5.4.3.  

Employer is directed by regulatory or governmental authorities to terminate the employment of Executive or Executive intentionally engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on Employer;

5.4.4.  

Executive is convicted of a felony crime (other than a felony resulting from a minor traffic violation);

5.4.5.  

Executive flagrantly disregards his duties under this Agreement after (A) written notice has been given to Executive by the Board that it views Executive to be flagrantly disregarding his duties under this Agreement and (B) Executive has been given a period of thirty (30) days after such notice to cease such misconduct.  However, no notice or cure period shall be required hereunder if Executive’s disregard of his duties has materially and adversely affected Employer or is illegal;

5.4.6.  

Executive commits an act of fraud against Employer, violates a duty of loyalty to Employer, or violates an obligation owed to Employer pursuant to Sections 2 or 4 hereof.

5.5.  

In the event Employer attempts to terminate Executive’s employment pursuant to Section 5.3 and it is ultimately determined that the Employer lacked Cause, the provisions of Section 5.1 shall apply and, in addition to any other remedies that Executive may have, Executive shall be entitled to receive the payments called for by Section 5.1 with interest on any past due payments at the rate of ten percent (10%) per year from the date on which the applicable payment would have been made, plus Executive’s costs and expenses (including but not limited to reasonable attorneys’ fees) incurred in connection with such dispute and interest thereon at the rate of ten percent (10%) per year from the date incurred by the Executive.

5.6.  

Employer shall have no obligation to make payments to Executive in accordance with the provisions of Section 3 for periods after the date of Executive’s death, except payments due and owing as of such date.