8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 8, 2010

INTELLIGROUP, INC.

(Exact Name of Registrant as Specified in Charter)

New Jersey	0-20943	11-2880025
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

5 Independence Way, Suite 220
Princeton, New Jersey	08540
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (646) 810-7400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(e) Compensatory Arrangements of Certain Officers.

On July 8, 2010, Intelligroup, Inc. (the “Company”), Mobius Subsidiary Corporation, an indirect wholly-owned subsidiary of NTT DATA CORPORATION (the “Purchaser”), SB Asia Infrastructure Fund L.P. (“SAIF”) and Venture Tech Assets Ltd. (“Venture Tech” and together with SAIF, the “Principal Shareholders”) entered into a letter agreement formalizing in writing the agreement by the Principal Shareholders to pay a one-time cash bonus to certain members of the Company’s senior management team, including certain named executive officers, in recognition of their significant past contributions to the Company. Such letter agreement will become effective upon (i) the consummation of the previously announced tender offer contemplated by the Agreement and Plan of Merger, dated as of June 14, 2010 (the “Merger Agreement”), by and among the Company, NTT DATA CORPORATION and Purchaser and (ii) the Principal Shareholders’ receipt of their respective portions of the consideration payable in connection with the tender offer (such date, the “Applicable Date”). Pursuant to such letter agreement, Alok Bajpai, Chief Financial Officer, and Pankit Desai, Senior Vice President of Sales, North America and Europe, will each receive a one time cash bonus of $130,000 and $160,000, respectively, payable no later than the third business day following the Applicable Date. The remaining $830,000 will be paid to other members of the Company’s senior management team in accordance with the letter agreement.

The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement, a copy of which is attached as Exhibit 10.1 to this report and is incorporated in this report by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.	Description
10.1	Letter Agreement, dated as of July 8, 2010, by and among the Principal Shareholders, the Company and Purchaser.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTELLIGROUP, INC.
By:	/s/ Alok Bajpai
	Alok Bajpai
	Treasurer and CFO

Date: July 8, 2010

EX-10.1

Exhibit 10.1

July 8, 2010

Intelligroup, Inc.
5 Independence Way, Suite 220
Princeton, New Jersey 08540
Attn: Vikram Gulati, Chief Executive Officer

Mobius Subsidiary Corporation
c/o NTT DATA CORPORATION
Toyosu Center Bldg.
3-3, Toyosu 3-chome
Koto-ku, Tokyo 135-6033
Japan

Re: Bonus Payments

Ladies & Gentlemen:

Reference is made to that certain Agreement and Plan of Merger, dated as of June 14, 2010 (the “Merger Agreement”), by and among NTT DATA CORPORATION, a corporation organized under the laws of Japan (“Parent”), Mobius Subsidiary Corporation, a New Jersey corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), and Intelligroup, Inc., a New Jersey corporation (the “Company”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.

In connection with the transactions contemplated by the Merger Agreement and in recognition of the significant past contributions by the employees set forth on Annex A attached hereto (the “Designated Employees”) to the success of the Company, SB Asia Infrastructure Fund L.P. (“SAIF”) and Venture Tech Assets Ltd. (“Venture Tech” and, together with SAIF, the “Principal Shareholders”) hereby agree as follows:

(1)

Upon the Principal Shareholders’ receipt of their respective portion of the consideration payable in connection with the Offer (the “Applicable Date”), the Principal Shareholders shall contribute as capital to the Company their respective pro rata portion of $1.25 million (the “Designated Employee Bonus Amount”), as provided below. The Designated Employee Bonus Amount shall be used to pay bonuses to the Designated Employees (in the amount set forth next to each Designated Employee’s name on Annex A attached hereto) no later than the third (3rd) Business Day following the Applicable Date, provided that each Designated Employee shall only be entitled to receive such bonus payment if such employee remains employed by the Company through the payment date of such bonus.

(2)

The pro rata contribution of each Principal Shareholder shall be according to the following proportions: 57.80% by SAIF (i.e., $722,500) and 42.20% by Venture Tech (i.e., $527,500).

Each party hereto will execute such other instruments (if any) as may be reasonably required to evidence and give effect to the agreements expressly referenced herein. This letter agreement shall (i) become effective upon such date that the Offer is consummated and the Principal Shareholders receive their respective portions of the consideration payable in connection with the Offer and (ii) automatically terminate without any further action of the parties hereto if the Offer is not consummated and the Merger Agreement is terminated.

This letter agreement represents the entire understanding and agreement among the parties hereto with respect to the subject matter hereof.

This letter agreement will be governed by the internal laws of the State of New Jersey and may be executed in counterparts.

This letter agreement may not be amended except by an instrument in writing signed by all the parties hereto.

This agreement is not intended to confer upon any person (including the Designated Employees) other than the parties hereto any rights or remedies.

Very truly yours, SB ASIA INFRASTRUCTURE FUND L.P.
By:	/s/ Andrew Y. Yan
	Name:	Andrew Y. Yan
	Title:	Authorized Signatory
VENTURE TECH ASSETS LTD.
By:	/s/ Sandeep Reddy
	Name:	Sandeep Reddy
	Title:	Director

Acknowledged and agreed to by:

INTELLIGROUP, INC.

By:	/s/ Vikram Gulati Name: Vikram Gulati
	Title: President & CEO
MOBIUS SUBSIDIARY CORPORATION
By:	/s/ Koji Miyajima Name: Koji Miyajima
	Title: President & CEO