Exhibit 10.29
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated this 12th day of February, 1998, to be effective
as of the date of the Closing (as hereinafter defined) (the "Effective Date") is
made and entered into by and between NCO TELESERVICES, INC., whose address is
000 Xxxxxxxxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, XX 00000 (referred to as the
"Company") and XXXXXXX XXXXXX whose address is____________________________
(referred to as the "Employee").
1. Employment. The Company hereby employs the Employee to act as
Executive Vice-President and Chief Operating Officer of the Company and the
Employee hereby accepts such employment in accordance with the terms and
conditions of this Agreement.
2. Duties of the Employee. During the Term the Employee shall devote
his full business time to the operations of the Company and shall perform duties
customarily incident to the positions held by him, including, but not limited
to, supervising and overseeing the operations of the Company and all other
duties the Board of Directors of the Company may from time to time assign to
him. In performing his duties hereunder, the Employee shall report to the
President of the Company or his successor or any other person designated by the
Board of Directors of the Company. The Employee shall use his best efforts to
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. Except for periods of travel incident to the Employee's duties
hereunder, Employee shall not be required to perform his duties hereunder
outside a 35 mile radius of the Company's corporate offices.
3. Term of Employment. The term of employment shall begin on the
effective date hereof and continue for a term of three (3) years (the "Term").
The Company shall
have the option, subject to the Employee's acceptance, to extend the Term for
two (2) additional one (1) year periods as it may determine.
4. Other Employment. The Employee shall not, during his employment by
the Company, act in any other work capacity or employment without having first
obtained the written consent of the Company.
5. Compensation of the Employee. As full compensation, including, but
not limited to, "Base Salary" and "Bonus," for the services rendered by the
Employee pursuant to this Agreement, the Employer agrees to pay and the Employee
shall be entitled to the compensation set forth on the attached Exhibit "A".
6. Employee Benefits.
A. Vacation and Sick/Personal Days. The Employee shall be entitled
to five (5) weeks paid vacation and five (5) personal/sick days on a per annum
basis during the Term and any extension thereof in accordance with policies of
the Company for similarly situated employees. The Employee shall schedule these
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.
B. Other Benefits. The Employee shall be included on the Company's
employee medical insurance plan, which includes dental coverage, shall, provided
he is insurable at regular rates, receive an officer's life insurance policy in
the amount of five (5) times Base Salary and shall be otherwise entitled to
participate in all benefits available to other similarly situated employees of
the Company. In addition, the Employee shall have
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the use of a car leased by the Company or receive a car allowance not to exceed
$500.00 per month.
C. Business Expenses. The Company will pay, or reimburse the
Employee for, all ordinary and reasonable out-of-pocket business expenses,
including lodging, tolls, beeper, portable telephone, meals, transportation for
business purposes and client entertainment, 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 then
in effect, upon presentation to the Company of an itemized account and written
proof of such expenses.
7. Death or Total Disability of the Employee.
A. Death. In the event of the death of the Employee during the Term
any extension thereof of 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 the
Employee's Base Salary and any other compensation, including, but not limited
to, a pro rata portion of the Bonus, due to him for the period up to the
Employee's date of death which remains unpaid.
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 the Employee's Base Salary and any other compensation
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due to him 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 Base Salary and the Bonus, 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.
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 a substantially full-time basis, 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.
8. Termination of Employment. In addition to termination pursuant to
paragraph 7, the Company may discharge the Employee and thereby terminate his
employment hereunder for the following reasons: (a) for cause (for "cause")
which shall be defined to be (i) habitual intoxication; (ii) drug addiction;
(iii) conviction of a felony; (iv) adjudication as an incompetent; (v) violation
of any 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; (vi) misappropriation of Company funds or fraudulent
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acts; or (vii) the Employee's breach of this Agreement in any manner or respect,
or (b) immediately upon the Company discontinuing all of its business
operations.
In the event that the Company shall discharge the Employee pursuant to
this paragraph 8, the Company shall not have any further obligations or
liability under this Agreement, except that the Company shall pay to Employee
the portion, if any, of the Employee's Base Salary and any other compensation,
including, but not limited to, a pro rated portion of the Bonus, due to him for
the period up to the date of termination which remains unpaid.
9. 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.
10. Non-Interference. The Employee agrees that during the Term of this
Agreement and any extension thereof, and for a period of two (2) years after his
employment ceases, the Employee shall not, unless acting pursuant hereto or with
the prior written consent of the Board of Directors of the Company, directly or
indirectly:
(i) 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;
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(ii) solicit for employment or in any other fashion hire any
of the employees of the Company; or
(iii) 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.
11. Equitable Relief; Survival.
(a) The Employee acknowledges that the restrictions contained in
paragraphs 9 and 10 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 those 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 paragraph 15 hereof.
(b) Survival of Covenants. The provisions of paragraphs 9, 10 and 12
shall survive the termination of this Agreement.
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12. Representation by the Employee. The Employee hereby warrants and
represents to the Company that he is not bound by or subject to any sort of
restriction which would prohibit him from accepting employment with the Company,
such as a restrictive covenant, non-interference or non-competition agreement
related to any of his previous employment position or positions.
13. 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 may be deemed expedient or necessary by the
Company in its sole discretion.
14. 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.
15. 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
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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
with copy to: Xxxxxx Xxxxxx, Esquire
Twentieth Floor
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
If to the Employee: _______________________________
_______________________________
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 the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other parties hereto
notice in the manner herein set forth.
16. Governing Law. This Agreement shall be be governed by and construed
in accordance with the internal laws (and not the law of conflicts) of the
Commonwealth of Pennsylvania.
17. 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
arrangement between the Employee and the Company. This Agreement cannot be
changed, modified or terminated
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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. The Company may assign
its rights hereunder to any of its subsidiaries or related companies, without
the Employee's consent.
18. Prior Employment Agreements. The Employee hereby acknowledges that
this Agreement shall supersede any existing employment agreement that the
Employee has with TRC (as hereinafter defined).
IN WITNESS WHEREOF, this Agreement has been executed by the parties on
the date first above written.
Attest: NCO Teleservices, Inc.
________________________[SEAL] BY:____________________________
Witness:
________________________ ____________________________
Xxxxxxx Xxxxxx, Employee
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EXHIBIT "A"
EMPLOYEE COMPENSATION
XXXXXXX XXXXXX
A. Base Salary: The Employee shall, during the Term, be paid an annual base
salary (the "Base Salary") of $200,000. 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.
B. Bonus: The Employee shall be entitled to an annual bonus of up to $50,000
based upon the Company successfully reaching certain quarterly financial
goals as established by mutual agreement of the Company and the Employee.
C. Stock Option Plan: As additional compensation, the Employee shall
participate in the Company's stock option plan, in accordance with the
terms and conditions of such plan. The Employee shall receive an option to
purchase 20,000 shares of common stock of the Company at a per share price
equal to the closing price of such stock on the day before the Closing.
4. Signing Bonus: In connection with his execution of this Agreement, but
subject to the Closing being completed, the Employee shall receive a
signing bonus of $200,000 payable within thirty (30) days after the
Closing.
THE COMPANY AND THE EMPLOYEE ACKNOWLEDGE AND AGREE THAT NOTWITHSTANDING THEIR
EXECUTION OF THIS EMPLOYMENT AGREEMENT, THE COMPANY'S OBLIGATION TO HIRE THE
EMPLOYEE IN ACCORDANCE WITH THE TERMS HEREOF, IS SUBJECT TO AND CONDITIONED UPON
THE COMPANY COMPLETING CLOSING (the "Closing") ON THE PURCHASE BY THE COMPANY OF
THE ASSETS OF THE BUSINESS KNOWN AS "THE RESPONSE CENTER" ("TRC") THE EMPLOYEE'S
PRIOR EMPLOYER.
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