EXHIBIT 10.2
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EMPLOYMENT AGREEMENT
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Employment Agreement made effective January 1, 2000, between SITEL
CORPORATION, a Minnesota corporation ("Company") and W. XXX XXXXXXX
("Executive").
THE PARTIES AGREE AS FOLLOWS:
1. Employment and Duties. Company hereby employs Executive as its Chief
Operating Officer and Chief Financial Officer. The duties and responsibilities
of Executive shall include duties and responsibilities consistent with
Executive's corporate offices and positions, including those set forth in the
bylaws of Company from time to time, and such other duties and responsibilities
which the Board of Directors of Company from time to time may assign to
Executive.
2. Term. The term of Executive's employment under this Agreement shall
begin as of the date hereof and continue without interruption through December
31, 2001, unless sooner terminated in accordance with this Agreement and unless
extended by written agreement of both parties ("Term").
3. Efforts on Behalf of Company and Other Activities. During the Term, to
the best of his ability and using all his skills, Executive shall devote
substantially all of his working time and efforts to the diligent and faithful
performance of his duties and responsibilities under this Agreement. However,
Executive may devote a reasonable amount of his time to civic, community, or
charitable activities.
4. Place of Employment. The Company's executive offices, including the
office of Executive, shall be located in Baltimore, Maryland during the Term.
Company shall furnish Executive with an office, secretarial and other support
services consistent with those currently provided and such other facilities and
services at such locations as may be reasonably required to permit Executive to
fulfill the duties of his employment.
5. Base Salary. For all services to be rendered by Executive pursuant to
this Agreement, Company agrees to pay Executive during the Term a base annual
salary of $400,000. The term "Base Salary" as used in this Agreement shall mean
the base annual salary established by this Section 5. The Base Salary shall be
paid in periodic installments in accordance with Company's regular payroll
practices, but in any event no less frequently than monthly.
6. Additional Compensation.
(a) Bonus. For each calendar year during the Term, Executive
shall be eligible to participate in the Company's bonus program for senior
executives on the terms established by the Compensation Committee for each such
year.
(b) Stock Option Plans. Executive has previously been
granted stock options for SITEL common stock. Any further grants of stock
options to Executive shall be at the sole discretion of the Compensation
Committee.
(c) Benefit Plans. During the Term, Executive (and his eligible
dependents where applicable) shall be entitled to participate in the benefit
plans offered from time to time by Company to its senior executive officers, on
terms (including Company and employee contribution percentages, waivers of
waiting periods, applicable deductibles, etc.) no less favorable than those
provided generally to other senior executive officers of the Company, including
without limitation, as may be applicable, individual or group medical, hospital,
dental, and long-term disability insurance coverages, group life insurance
coverage, 401(k), and 401(n) plans.
(d) Vacations and Holidays. During the Term, Executive shall be
entitled to paid vacation days, holidays and time off per calendar year
(pro-rated for partial calendar years of employment) as are consistent with past
practice and custom for Company's senior executive officers.
(e) Expenses. During the Term, Executive shall be entitled to
prompt reimbursement by Company of all reasonable ordinary and necessary travel,
entertainment, and other expenses incurred by Executive (in accordance with the
policies and procedures established by Company for its senior executive
officers) in the performance of his duties and responsibilities under this
Agreement; provided that Executive shall properly account for such expenses in
accordance with Company policies and procedures, which may include but are not
limited to itemized accountings.
7. Termination of Employment.
(a) Death. Executive's employment under this Agreement shall
terminate upon Executive's death. If Executive's employment terminates pursuant
to this Section 7(a), Executive or his legal representative shall be entitled to
receive the Base Salary up through the date of Executive's death; any bonus
earned by Executive pursuant to Section 6(a) for a calendar year already
completed but not yet paid; and any benefits to which Executive is entitled
pursuant to Sections 6(c) through 6(e) up through the date of Executive's death.
(b) Disability. If Executive becomes incapable by reason of
physical injury, disease, or mental illness from substantially performing his
duties under this Agreement for a continuous period of three months or for more
than 90 days in the aggregate during any 12 month period, then Company may
terminate Executive's employment under this Agreement effective upon 30 days
written notice. If Executive's employment terminates pursuant to this Section
7(b), Executive or his legal representative shall be entitled to receive: the
Base Salary up through the effective date of termination; any bonus earned by
Executive pursuant to Section 6(a) for a calendar year already completed but not
yet paid; and any benefits to which Executive is entitled pursuant to Sections
6(c) through 6(e) up through the effective date of termination.
(c) For Cause. Company also may terminate Executive's
employment under this Agreement for cause. For purposes of this Agreement, "for
cause" shall mean only (i) Executive's confession or conviction of theft, fraud,
embezzlement, any felony, or any crime involving dishonesty with regard to the
Company or any subsidiary or affiliate of the Company, (ii) Executive's
excessive absenteeism without reasonable cause (other
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than because of a disability described in Section 7(b), (iii) habitual and
material negligence by the Executive in the performance of Executive's duties
and responsibilities as described in Section 1 (other than because of a
disability described in Section 7(b)) and Executive's failure to cure such
negligence within 30 days after Executive's receipt of a written notice from the
Chairman of the Board of Directors setting forth in reasonable detail the
particulars of such negligence, or (iv) material failure by Executive to comply
with a lawful directive of the Board of Directors (other than because of a
disability described in Section 7(b)) and Executive's failure to cure such
non-compliance within 10 days after Executive's receipt of a written notice from
the Chairman of the Board of Directors setting forth in reasonable detail the
particulars of such non-compliance. Termination shall occur effective 30 days
after "for cause" is established. If Executive's employment terminates pursuant
to this Section 7(c), Executive shall be entitled to receive the Base Salary up
through the effective date of termination and any benefits to which Executive is
entitled pursuant to Sections 6(c) through 6(e) up through the effective date of
termination, but shall not be entitled to any bonus for a completed calendar
year which has not yet been paid.
(d) Voluntary Resignation. Executive may voluntarily resign
from Company's employ at any time upon at least 30 days prior written notice of
the effective date of such resignation. If Executive voluntarily resigns,
Executive shall be entitled to receive the Base Salary up through the effective
date of such resignation and any benefits to which Executive is entitled
pursuant to Sections 6(c) through 6(e) up through the effective date of such
resignation, but shall not be entitled to any bonus for a completed calendar
year which has not yet been paid.
(e) Adverse Change. Executive may terminate his employment with
the Company under this Agreement in the event of an Adverse Change in the manner
described in this Section 7(e) (provided such termination has not been preceded
or accompanied by a termination by the Company for cause as described in Section
7(c)), and for the avoidance of doubt such termination because of Adverse Change
shall in no event be considered a voluntary resignation. For purposes of this
Agreement, "Adverse Change" shall mean any of the foregoing events: (i)
Executive's base salary is decreased below the Base Salary level established by
Section 5, or (ii) Executive's title, authority, role or level of
responsibilities with the Company is decreased below that established by Section
1, or (iii) Executive is required to relocate his primary office from Baltimore,
Maryland. Executive shall be regarded as having terminated his employment with
the Company because of an Adverse Change only if he gives written notice of his
termination of employment pursuant to this Section 7(e) within two months
following the effective date of the Adverse Change (or, if later, within two
months after Executive receives notice from the Company of the Adverse Change).
If Executive's employment terminates pursuant to this Section 7(e), Executive
shall be entitled to: continue to receive the Base Salary provided for in
Section 5 for a period of 12 months after the effective date of such termination
of employment on the Company's normal payroll dates during such period; any
bonus earned by Executive pursuant to Section 6(a) for a calendar year already
completed but not yet paid; and any benefits to which Executive is entitled
pursuant to Sections 6(c) through 6(e) up through the effective date of
termination.
(f) Without Cause. The Company may terminate Executive's
employment under this Agreement without cause, which for purposes of this
Agreement shall include any termination of Executive's employment by Company
other than "for cause" as defined in Section 7(c) and other than because of
disability pursuant to Section 7(b), upon no less than 30 days prior written
notice. If the Company terminates Executive's employment without cause pursuant
to this Section 7(f), then following such termination Executive shall be
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entitled to: continue to receive the Base Salary provided for in Section 5 for a
period of 12 months after the effective date of such termination of employment
on the Company's normal payroll dates during such period; any bonus earned by
Executive pursuant to Section 6(a) for a calendar year already completed but not
yet paid; and any benefits to which Executive is entitled pursuant to Sections
6(c) through 6(e) up through the effective date of termination.
8. Notice of Termination. Any termination of Executive's employment by
Company shall be communicated in a written Termination Notice to Executive. For
purposes of this Agreement, a "Termination Notice" shall mean a notice from the
Board of Directors which shall indicate the specific termination provision in
this Agreement relied upon and, if applicable, shall set forth in reasonable
detail the facts and circumstances providing a basis for termination of
Executive's employment under the provision so indicated.
9. Successors and Assigns. This Agreement and all rights under this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective personal or legal representatives,
executors, administrators, heirs, distributees, devisees, legatees, successors,
and assigns. This Agreement is personal in nature, and neither of the parties to
this Agreement shall, without the written consent of the other, assign or
transfer this Agreement or any right or obligation under this Agreement to any
other person or entity, except that the Company may assign the Agreement to a
successor corporation.
10. Notices. For purposes of this Agreement, notices and other
communications provided for in this Agreement shall be deemed to be properly
given if delivered personally or sent by United States certified mail, return
receipt requested, postage prepaid, or sent by overnight delivery service,
addressed as follows:
If to Executive: At Executive's home address on file at the Company
If to Company: SITEL Corporation
0000 Xxxxx Xxxxxxxxxxxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Attn: Chairman of the Board of Directors
or to such other address as either party may have furnished to the other party
in writing in accordance with this Section. Such notices or other communications
shall be effective when received if delivered personally or when deposited in
the U.S. mail if delivered by certified mail or when deposited with the
overnight delivery service if delivered by that method. Notices also may be
given by facsimile and in such case shall be deemed to be properly given when
sent so long as the sender uses reasonable efforts to confirm and does confirm
the receiver's receipt of the facsimile transmission.
11. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless such waiver, modification, or discharge is agreed to in
writing and is signed by Executive and an officer of Company so authorized by
the Board of Directors of Company. No waiver by either party to this Agreement
at any time of any breach by the other party of, or compliance by the other
party with, any condition or provision of this Agreement to be performed by the
other party shall be deemed to be a waiver of similar or dissimilar provisions
or conditions at the same or any prior or subsequent time.
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12. Validity. The invalidity or unenforceability of any provision(s) of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which other provision shall remain in full force
and effect; nor shall the invalidity or unenforceability of a portion of any
provision of this Agreement affect the validity or enforceability of the balance
of such provision.
13. Counterparts. This document may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute a single agreement.
14. Headings. The headings of the sections and subsections contained in
this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of any provision of this Agreement.
15. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal substantive laws, and not the conflicts of law
principles, of the State of Maryland.
16. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the terms of Executive's employment with the Company
and cancels and supersedes any prior agreements and understandings of the
parties with respect to such subject matter; provided, however, that this
Agreement shall not affect any noncompetition and confidentiality agreements
previously entered into by Executive with the Company each of which shall remain
in full force and effect according to their current terms. There are no
representations, warranties, terms, conditions, undertakings or collateral
agreements, express, implied or statutory, between the parties with respect to
the terms of Executive's employment other than those set forth in this
Agreement.
(Signature page follows.)
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SIGNATURE PAGE TO
EMPLOYMENT AGREEMENT
IN WITNESS WHEREOF, Company and Executive have executed this Agreement.
SITEL CORPORATION, a Minnesota
corporation
By:/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Chairman of the Board
/s/ W. Xxx Xxxxxxx
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W. XXX XXXXXXX
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