EXHIBIT 10.1
EMPLOYMENT AGREEMENT
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Employment Agreement made effective January 1, 2001 between SITEL
CORPORATION, a Minnesota Corporation ("Company") and XXXX 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 without interruption for one year
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 office of Executive shall be located in Baltimore,
Maryland during the Term. 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 working in, and temporarily
living in Baltimore a base annual salary of $210,000. Once the Executive
permanently relocates his home of residence from Omaha to Baltimore, the
base annual salary will increase to $230,000. 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 2001, Executive is eligible for an annual
bonus potential of up to 50 - 100% of Base Salary (pro-rated for the
partial calendar year of employment); 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 been granted options to purchase up
to a total of 100,000 shares of SITEL common stock on the date hereof.
The terms of such options shall be as set forth in the standard form
of option agreement used for options granted under the Company's 1999
Stock Option Program.
(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
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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 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) 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
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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 date 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 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 periods; 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.
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: Xxxxxxx Xxxxxx, CEO and President
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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-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/ Xxxxxxx X. Cough
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Xxxxxxx X. Xxxxxx, CEO and President
/s/ Xxxx Xxxxxxxx
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XXXX XXXXXXXX
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