EXHIBIT 10.18
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
Employment Agreement made effective January 1, 2002 between SITEL
CORPORATION, a Minnesota corporation ("Company") and XXXX X. XXXXXXXX
("Executive").
THE PARTIES AGREE AS FOLLOWS:
1. EMPLOYMENT AND DUTIES. Company hereby employs Executive as its Executive
Vice President-Strategic Clients. 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 Chief Executive Officer 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 for one year through December 31, 2002
unless sooner terminated in accordance with this Agreement ("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. Executive's duties and responsibilities are expected
to involve frequent travel. 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 $210,000. 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. For the year 2002, Executive is eligible for an
annual bonus potential of up to 100% of Base Salary; the criteria for
earning such bonus shall be based on identified goals and objectives
established in accordance with the Executive Committee bonus plan
approved by the Compensation Committee.
(b) STOCK OPTION PLAN. Executive has previously been granted options to
purchase shares of 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 the Company's standard benefits programs in which
senior executive officers participate.
(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.
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(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 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 Chief
Executive Officer setting forth in reasonable detail the particulars
of such negligence, or (iv) material failure by Executive to comply
with a lawful directive of the Chief Executive Officer (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 Chief Executive Officer setting
forth in reasonable detail the particulars of such non-compliance.
Termination shall occur effective 30 days after "for cause" occurs
under one of the above clauses (i) through (iv). 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) CHANGE OF CONTROL. If Executive's employment under this Agreement is
terminated by the Company other than for cause within three months
following a Change of Control (as defined below), then 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; provided, however, that if Executive accepts
employment with another company during such salary continuation
period, Executive shall immediately notify Company of such other
employment and the payments pursuant to this Section 7(e) shall be
reduced by the amount of the salary received by Executive from the
other employer during such salary continuation period. For purposes
of this Agreement, the term "Change of Control" shall mean (i) a
consolidation or merger of the Company with or into any other person
(including, without limitation, any corporation, partnership, limited
liability company, or trust), other than a consolidation or merger in
which the Company is the surviving entity and upon consummation of
which the holders of voting securities of the Company immediately
prior to such transaction continue to own, directly or indirectly, at
least a majority of the voting securities of the Company, as the
surviving entity, immediately following such transaction, (ii) a sale
of all or substantially all of the assets of the
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Company, in a single transaction or series of related transactions,
or (iii) a sale or other disposition of more than 50% of the voting
stock of the Company (whether issued and outstanding, newly issued or
from treasury, or any combination thereof), in a single transaction
or series of related transactions.
(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. Furthermore, if without Executive's
written consent, Executive's base salary is decreased below the Base
Salary level established by Section 5, or Executive's title,
authority, role or level of responsibilities with the Company is
decreased below that established by Section 1 (each of the foregoing,
an "Adverse Change"), and Executive gives written notice of his
termination of his employment with Company because of the Adverse
Change within 30 days after the effective date of the Adverse Change,
then such shall be considered a termination of Executive's employment
by Company without cause for purposes of this Section 7(f) effective
as of the 30th day after the effective date of the Adverse Change. If
the Company terminates Executive's employment without cause pursuant
to this Section 7(f), then following such termination Executive shall
be entitled to receive such severance benefits, if any, as are then
provided by the Company to its Executive Vice Presidents under
Company policies or programs for senior executive officers in effect
at such time; 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 Chief Executive Officer 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 this Agreement to a successor corporation.
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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
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
Attn: Chief Executive Officer
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 authorized officer 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.
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 non-
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competition 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
-------------------------------------
Xxxxx X. Xxxxx, Chief Executive Officer
/s/ Xxxx X. Xxxxxxxx
-----------------------------------------
XXXX X. XXXXXXXX
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