Exhibit 10.29
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated this 31st day of
January, 2002, is made and entered into by and between NCO GROUP, INC., a
Pennsylvania corporation, with its principal offices at 000 Xxxxxxxxxxxx Xxxxxx,
Xxxx Xxxxxxxxxx, XX 00000 (the "Company") and XXXXXXX X. XXXXXXX, an individual,
residing at 000 Xxxxxxxxxxx Xxxx, Xxxx Xxxx, XX 00000 (the "Employee").
1. Employment. The Employee is and has been employed by Company pursuant
to a certain Employment Agreement dated May 15, 1996 which Employment Agreement
terminated on May 15, 1999. The Company wishes to continue to employ the
Employee as Executive Vice President and Chief Information Officer, reporting
directly to the Company's Chief Executive Officer or his designee who shall be
of the highest level corporate officer, as the Company's Chief Executive Officer
shall designate and deem appropriate from time to time, and the Employee wishes
to continue to be so employed by the Company on the terms and conditions
contained in this Agreement.
2. Duties of the Employee. During the Term (as hereinafter defined) the
Employee shall devote his full business time to the operations of the Company
and shall perform such duties commensurate with duties of similarly situated
executive officers of the Company, but specifically, the Employee's duties shall
be those of the highest level corporate officer responsible for planning,
implementation and operation of the Information Technology Department of the
Company (the "Department"), including, but not limited to, systems
infrastructure, systems analysis, programming/development and computer
operations. In addition, the Employee shall perform such other duties
appropriately delegated to a senior executive as the Chief Executive Officer of
the Company or his designee may from time to time assign to the Employee. The
Employee shall use his best efforts in the performance of his duties hereunder
and to the promotion of the business and interests of the Company and any of its
corporate subsidiaries or affiliated companies. The Employee's services will be
conducted at Company's offices in the Fort Washington, Pennsylvania, area and at
such other places as the Employee's duties may require; provided however, that
Employee shall not be required by the Company to relocate his principal
residence without his consent, and shall not be required to perform services in
any location that is greater than twenty-five (25) miles from his principal
residence, except in the course of occasional daily business travel consistent
with travel requirements of other executives officers of the Company.
3. Term of Employment. The term of employment hereunder shall begin on the
date hereof and shall continue for a term of five (5) years, unless sooner
terminated in accordance with the terms of this Agreement (the "Term"). Unless
either party elects to terminate this Agreement at the end of the Term or any
Additional Term (as herein defined) by giving the other party written notice of
such election at least ninety (90) days before the expiration of the Term or
Additional Term, the Term of Employment shall be deemed to have been extended
for an additional term of one (1) year ("Additional Term") and so forth for a
maximum of five (5) automatic renewals, each commencing on the day after the
expiration of the Term or Additional Term.
4. Other Employment. The Employee shall not, during his employment by the
Company, act in or otherwise perform any other work or accept employment with
any other person or entity in violation of his obligations under this Agreement.
5. Compensation of the Employee. As full compensation for the services
rendered by the Employee pursuant to this Agreement, the Company agrees to pay
and the Employee shall be entitled to the compensation set forth on the attached
Exhibit "A" and to the benefits set forth below.
6. Employee Benefits and Business Expenses.
7. A. Benefits. The Employee shall participate in the Company's
medical and dental insurance plan, executive life and disability insurance plans
or equivalent reimbursement for existing plans in place on the date hereof and
shall be otherwise entitled to participate in all benefits available to other
similarly situated executive officers of the Company. The Employee shall be
entitled to such periods of paid time off (vacation and personal days) in
accordance with policies of the Company for similarly situated employees but in
no event less than four (4) weeks per calendar year. The Employee shall schedule
such vacations in accordance with the reasonable needs of the Company. Unused
vacation or personal/sick days hereunder in any year shall not be cumulative and
may not be carried forward into each ensuing year. In addition, the Employee
shall have the use of a car leased by the Company consistent with the quality of
the automobile leased by the Company for the Employee at the commencement of the
Term. The Company shall also provide automobile insurance and shall reimburse
the Employee for reasonable and necessary expenses incurred in connection with
the operation and maintenance of the automobile.
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8. B. Business Expenses. The Company will pay, or reimburse the Employee
for, all ordinary and reasonable out-of-pocket business expenses, including
lodging, tolls, beeper, reasonable cell phone expenses related to business of
the Company, meals, transportation for business purposes and client
entertainment, membership in trade associations incurred by the Employee in
connection with his performance of services hereunder during the Term in
accordance with the Company's expense authorization and approval procedures for
similarly situated senior executives then in effect upon presentation to the
Company of an itemized account and written proof of such expenses.
9. 7. Death or Total Disability of the Employee.
10. A. Death. In the event of the death of the Employee during the Term or
any extension thereof, this Agreement shall terminate effective as of the date
of Employee's death, and the Company shall not have any further obligation or
liability hereunder except that the Company shall pay to the Employee's
designated beneficiary or, if none, his estate, the portion, if any, of his
compensation (which shall be his regular Base Salary and Bonus) due for the
period up to the Employee's date of death which remains unpaid.
11. B. Total Disability. In the event of the Total Disability (as that
term is hereinafter defined) of the Employee, the Company shall have the right
to terminate the Employee's employment hereunder by giving the Employee ten (10)
days' written notice thereof and, upon expiration of such ten (10) day period,
the Company shall not have any further obligation or liability under this
Agreement except that the Company shall pay to the Employee the portion, if any,
of his compensation due to the Employee (which shall be his regular Base Salary
and Bonus) for the period up to the date of termination which remains unpaid,
provided that if the Employee, during any period of disability, receives any
periodic payments representing lost compensation under any health and accident
policy or under any salary continuation insurance policy, the premiums for which
have been paid by the Company, the amount of the compensation, if any, that the
Employee would be entitled to receive from the Company during such period of
disability shall be decreased by the amounts of such payments.
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12. The term "Total Disability," when used herein, shall mean a mental,
emotional or physical condition which rendered the Employee for a period of
ninety (90) consecutive days, during the Term of this Agreement, unable or
incompetent to carry out, on the basis set forth herein, the job
responsibilities he held or tasks that he was assigned at the time the
disability was incurred. The Employee agrees, in the event of any dispute as to
the determination made pursuant to this paragraph, to submit to a physical or
other examination by a licensed physician selected jointly by the Company and
the Employee, the cost of which examination shall be paid by the Company.
13. 8. Termination for Cause. The Company may terminate the Employee's
employment relationship with the Company at any time for Cause (as hereinafter
defined). Upon termination of the Employee under this Section 8, the Company
shall have no obligation to the Employee for Base Salary, Bonus or other form of
compensation or benefits other than (a) amounts of Base Salary accrued through
the date of termination, and (b) reimbursement of appropriately documented
expenses incurred by the Employee before the termination of employment, to the
extent that the Employee would have been entitled to such reimbursement but for
the termination of employment. For the purposes hereof, "Cause" shall mean any
one or more of the following: (a) habitual intoxication; (b) drug addiction; (c)
conviction of a felony; (d) adjudication by a court of competent jurisdiction as
an incompetent; (e) violation of any reasonable rule or regulation that may be
established by the Company from time to time for the conduct of the Company's
business, as set forth in the Company's employee handbook after thirty (30) days
written notice and opportunity to cure; (f) misappropriation of Company funds or
fraudulent acts; or (g) the Employee's breach of this Agreement in any material
or respect after thirty (30) days written notice and opportunity to cure.
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9. Termination without Cause. The Company may terminate the Employee's
employment relationship with the Company at any time without Cause upon at least
ninety (90) days' prior written notice to the Employee. Notwithstanding
termination of the Employee' employment under this Section 9, the Employee shall
continue to be eligible to receive and the Company shall continue to pay the
Employee's Base Salary in accordance with the Company's standard payroll
practices, and a prorated portion of the Bonus earned up to the date of
termination, subject to Company's Board of Directors required approvals and paid
at such time as all executive bonuses are paid to similarly situated executive
officers and all other compensation and benefits as such amounts would have
accrued through the end of the Term or Additional Term.
10. Termination by the Employee. The Employee may terminate his
employment at any time upon at least ninety (90) days' prior written notice to
the Company. If the Employee terminates his employment, the Company shall have
no obligation to Employee for Base Salary, Bonus or other form of compensation
or benefits hereunder other than (a) amounts of Base Salary accrued through the
date of termination, and (b) reimbursement of appropriately documented expenses
incurred by the Employee before the termination of employment, to the extent
that the Employee would have been entitled to such reimbursement but for the
termination of employment.
11. Non-Disclosure. The Employee recognizes and acknowledges that he
will have access to certain confidential information of the Company and that
such information constitutes valuable, special and unique property of the
Company. The Employee agrees that he will not, for any reason or purpose
whatsoever, during or after the Term of his employment and any extension
thereof, disclose any of such confidential information to any party without
express authorization of the Company, except as necessary in the ordinary course
of performing his duties hereunder.
12. Restrictions. The Employee agrees that during the term of this
Agreement and any extension thereof, and for a period of two (2) years after the
Company ceases to pay the Employee any compensation pursuant to the terms of
this Agreement, the Employee shall not, unless acting pursuant hereto or with
the prior written consent of the Chief Executive Officer of the Company,
directly or indirectly:
(a) solicit business from or perform services for, any person,
company or other entity which at any time during the Employee's employment by
the Company was a client or customer of the Company if such business or services
are of the same general character as those engaged in or performed by the
Company;
(b) solicit for employment or in any other fashion hire any of the
employees of the Company;
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(c) own, manage, operate, finance, join, control or participate in
the ownership, management, operation, financing or control of, or be connected
as an officer, director, employee, partner, principal, agent, representative,
consultant or otherwise with any business or enterprise engaged in the business
of debt collection or any other business engaged in by the Company or any of its
affiliates, other than the telecommunications or related services provided by
the Company's NCI division, in all those geographic areas in which the Company
or any of its affiliates does business;
(d) use or permit his name to be used in connection with any
business or enterprise engaged in the business of debt collection or any other
business engaged in by the Company or any of its affiliates, other than the
telecommunications or related services provided by the Company's NCI division,
in all those geographic area in which the Company or any of its affiliates does
business; or
(e) use the name of the Company or any name similar thereto, but
nothing in this clause shall be deemed, by implication, to authorize or permit
use of such name after expiration of the period covered by this paragraph. In
the event that any provisions of this paragraph should ever be adjudicated to
exceed the time, geographic, service or product limitations permitted by
applicable law in any jurisdiction, then such provisions shall be deemed
reformed in such jurisdiction to the maximum time, geographic, service or
product limitations permitted to applicable law.
13. Equitable Relief; Survival.
(a) The Employee acknowledges that the restrictions contained in
paragraphs 11 and 12 hereof are, in view of the nature of the business of the
Company, reasonable and necessary to protect the legitimate interests of the
Company, and that any violation of any provisions of such paragraphs will result
in irreparable injury to the Company. The Employee also acknowledges that the
Company shall be entitled to temporary and permanent injunctive relief, without
the necessity of proving actual damages, and to an equitable accounting of all
earnings, profits and other benefits arising from any such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which the Company may be entitled. In the event of any such violation, the
Company shall be entitled to commence and action for temporary and permanent
injunctive relief and other equitable relief in any court of competent
jurisdiction. Effective service of process may be made upon the Employee by mail
under the notice provisions contained in Section 16 hereof.
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(b) Survival of Covenants. The provisions of paragraphs 11 and 12
shall survive the termination of this Agreement.
14. Remedies Cumulative; No Waiver. No remedy conferred upon the
Company by this Agreement is intended to be exclusive of any other remedy, and
each and every such remedy shall be cumulative and shall be in addition to any
other remedy given hereunder or now or hereafter existing at law or in equity.
No delay or omission by the Company in exercising any right, remedy or power
hereunder or existing at law or in equity shall be construed as a waiver
thereof, and any such right, remedy or power may be exercised by the Company
from time to time and as often as it deems expedient or necessary.
15. Enforceability. If any provision of this Agreement shall be invalid
or unenforceable, in whole or in part, then such provision shall be deemed to be
modified or restricted to the extent and in the manner necessary to render the
same valid and enforceable, or shall be deemed excised from this Agreement, as
the case may require, and this Agreement shall be construed and enforced to the
maximum extent permitted by law, as if such provision had been originally
incorporated herein as so modified or restricted, or as if such provision had
not been originally incorporated herein, as the case may be.
16. Notices. All notices, request, demands, claims and other
communications hereunder will be in writing. Any notices, requests, demands,
claims or communications hereunder shall be deemed fully given if such are sent
by registered or certified mail, return receipt requested, postage prepaid, and
addressed to the intended recipient as set forth below:
If to the Company: 000 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, XX 00000
Attn: Chief Executive Officer
with copy to: Xxxxxx Xxxxxx, Esquire
General Counsel
[same address as above]
If to the Employee: 000 Xxxxxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
Any party hereto may give any notice, request, demand, claim or other
communication hereunder using any other means (including personal delivery,
expedited courier, messenger service, telecopy, telex, ordinary mail, or
electronic mail), but no such notice, request, demand, claim, or other
communication shall be deemed to have been duly given unless and until it
actually is received by the individual for whom it is intended. Any party hereto
may change its address for the foregoing purposes by giving the other parties
hereto notice in the manner herein set forth.
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17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
18 Contents of Contract; Amendment and Assignment. This Agreement sets
forth the entire understanding between the parties hereto with respect to the
subject matter hereof and supersedes and is instead of all other employment
arrangements, written or oral, between the Employee and the Company. This
Agreement cannot be changed, modified or terminated except upon written
amendment duly executed by the parties hereto. All of the terms and provisions
of this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective heirs, representatives, successors and assigns of
the parties hereto, except that the duties and responsibilities of the Employee
hereunder are of a personal nature and shall not be assignable in whole or in
part by the Employee.
IN WITNESS WHEREOF, this Agreement has been executed by the parties on
the date first above written.
Attest: NCO Group, Inc.
_____________________________________[SEAL] BY:____________________________
Witness:
_____________________________________ _______________________________
Xxxxxxx X. Xxxxxxx
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EXHIBIT "A"
EMPLOYEE COMPENSATION
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XXXXXXX X. XXXXXXX
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A. Base Salary: The Employee shall, during the Term, be paid an annual
base salary (the "Base Salary") of Two Hundred Fifty Six Thousand Seven
Hundred Fifty Dollars ($256,750) to be paid retroactive to January 1,
2001. The Base Salary shall be payable in installments, in arrears, in
accordance with the Company's regular payroll practices, but not less
often than monthly. The Employee's Base Salary shall be adjusted
annually, commencing January 1, 2002 by not less than the prevailing
Consumer Price Index ("CPI") for the Philadelphia, Pennsylvania area.
B. Bonus: In addition to the Base Salary, the Employee shall be entitled
to receive an annual bonus determined in a fair and equitable method
consistent among similarly situated executive officers of the Company.
The bonus shall be paid out of a bonus pool of funds established by the
Company's compensation committee based on the Company's economic
performance and other extenuating circumstances, if any, together with
input from the Chief Executive Officer of the Company.
C. Stock Option Plan: The Employee, as part of his compensation hereunder,
shall participate in the Company's Employee Stock Option Plan.
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