Ranjan

I. FACTUAL BACKGROUND

In late August 2010, Jeya Kumar, then the Chief Executive Officer of Patni, offered Ranjan the position of executive vice president and global head of business operations based in Patni‟s Bangalore office in India. The offer was made by telephone with Kumar indicating that Steve Correa, Patni‟s chief human resources officer would follow up with Ranjan to discuss the offer. On September 2, 2010, Patni, through Correa, forwarded an e-mail to Ranjan stating that he was enclosing an intent to offer letter

1 composed of a term sheet and a compensation break up sheet explaining Patni‟s proposed compensation, and informing Ranjan that he would be eligible for stock awards “as per Company Scheme an[d] in line with your level, as/when eligible.” Ranjan and Correa thereafter discussed the offer in a video conference. Correa assured Ranjan that his concerns about stock options should be resolved by the term and compensation sheets.1 The term sheet stated that the initial stock awards would be 20,000 restricted stock units (RSUs) subject to six months of continued service with satisfactory performance, and approvals from the compensation committee, the board, and…