Exhibit 10.10
CONSULTANT AGREEMENT OF
XXXXXXX X. XXXXXXX
This Agreement, made this 14th day of August, 1998, by and between RMH
Teleservices, Inc. (the "Company") and Xxxxxxx X. Xxxxxxx, residing at 000
Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000 ("Consultant").
In recognition of Consultant's long term services for the Company,
including as one of its founders and one of its principal officers, and his
unique knowledge of the Company and the industry, Company wishes to engage
Consultant and Consultant wishes to be engaged as a consultant of the Company on
the terms and conditions contained in this Agreement.
Now, therefore, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, Company and
Consultant agree as follows:
1. Employment Agreements. The Employment Agreement between Xxxxxxx
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X. Xxxxxxx and the Company dated May 26, 1996 shall be terminated on the date
provided in paragraph 3 below, and as of such date, neither the Company nor Xx.
Xxxxxxx shall have any further obligations under such agreement.
2. Consultant Status. The Company hereby agrees to engage Consultant
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to provide such consultation services to the Company, from time to time, as are
hereinafter defined:
(a) Consultant shall perform part-time advisory and
consultative services for the Company, at such times and at such places as the
Company and Consultant from time to time agree.
(b) Consultant's services will primarily be performed by
telephone, and Consultant will not be required to devote a major or substantial
part of Consultant's time to such services.
(c) Consultant shall not be required to render any such
services during vacation periods or during periods of illness or other
incapacity.
(d) At no time shall Consultant be asked to perform any
management duties, nor to participate in the day-to-day administration of the
Company.
(e) Such services shall not interfere with the ability of
Consultant to engage in outside employment or other activities which are not
inconsistent with the terms of this Agreement.
3. Term. This agreement shall commence on the date on which the
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Company's new CEO begins work for the Company and end on May 31, 1999.
4. Compensation. For all of the services rendered by Consultant to
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the Company, Consultant shall receive base compensation at the gross annual rate
of One Hundred and Four Thousand, Two Hundred and Thirty-Nine Dollars
($104,239), which is 50% of the gross annual rate of Base Compensation to which
he was entitled when employed by the Company as of the date hereof, payable in
installments in accordance with Company's regular payroll practices in place
from time to time, provided that there shall be no payroll tax or other such
withholding, unless required by law.
5. Fringe Benefits. From the date hereof until the date of the
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termination of the Consultant's services to the Company hereunder, Consultant
shall be entitled to participate in any health, life, accident or disability
insurance, sick leave or other benefit plans or programs
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made available to Consultant in connection with his prior employment status with
the Company, as of the date hereof, as long as such plans or programs are kept
in force by the Company. In the event that the Consultant does not meet the
eligibility requirements under the terms, conditions and restrictions of the
respective plans and programs, the Company shall reimburse Consultant the amount
that the Company would have paid Consultant for such benefit plans or programs,
had Consultant been eligible.
6. Non-Compete, Trade Secrets, Etc. - From the date hereof until
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the later of two years after the termination of the Consultant's services to the
Company hereunder and May 24, 2002, (the "Restrictive Period"), Consultant shall
not, directly or indirectly, render services for or be financially interested in
any business operating within the United States or Canada which provides
telemarketing services materially the same as the services the Company provides
to third parties, or any other business activities which are materially the same
and which are in direct competition with the Company for any of the Company's
clients, customers or accounts during the past five years, or prospective
clients or customers that were actively solicited by the Company during the past
three years; provided however, nothing contained in this Section 6 shall prevent
Consultant from holding for investment less than 5% of any class of equity
securities of a company whose securities are publicly traded on a national
securities exchange or any national market system. Additionally, during the
Restrictive Period, Consultant shall not, directly or indirectly, induce or
attempt to influence any employee, customer, independent contractor or supplier
of the Company to terminate employment or any other relationship with the
Company, and, without the Company's consent, Consultant shall not employ any
employee of the Company. Consultant shall not use for his own personal benefit
or
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disclose, communicate or divulge to, or use for the direct or indirect benefit
of any person, firm or company other than the Company, any confidential
information of the Company for a period beginning on the date of this Agreement
and ending on a date which is the later of five years after the termination of
Consultant's services under this Agreement and May 31, 2004. At the termination
of the Consultant's services under this Agreement, Consultant shall return to
Company or destroy all copies of confidential information in any medium,
including computer tapes and other forms of data storage, except Consultant may
retain records relevant to the filings of Consultant's personal income taxes and
business records of the Company relevant to Consultant's discharge of
Consultant's duties as a director of the Company or other legitimate
noncompetitive business purpose. Any and all writings, inventions, improvements,
processes, procedures and/or techniques which Consultant may make, conceive,
discover or develop, either solely or jointly with any other person or persons,
at any time when Consultant was an employee of the Company, which relate to or
are useful in connection with the Company's business or with any business now or
hereafter carried on or contemplated by the Company, including developments or
expansions of its present fields of operations, shall be the sole and exclusive
property of the Company.
7. In the event of a change in control of the Company, then
Consultant shall immediately be paid the balance of the compensation due
hereunder through May 31, 1999, and this Agreement shall immediately terminate,
provided that the provisions of paragraph 6 above shall survive for the periods
specified therein. However, in the event that such payment would prevent the
ability of the companies involved in such change of control to use the pooling
method of accounting or other desirable tax or accounting treatment, then such
lump sum
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payment shall not be made so long as the Company, or any successor entity,
agrees to assume all of the payment obligations of the Company hereunder.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement in Bryn Mawr, Pennsylvania as of the date first above written.
RMH TELESERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Chairman of the Board
XXXXXXX X. XXXXXXX, Consultant
/s/ Xxxxxxx X. Xxxxxxx, Consultant
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