EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
as of May 8, 2000, by and among Aegis Communications Group, Inc., a Delaware
corporation (the "Parent"), Advanced Telemarketing Corporation, a Nevada
corporation ("ATC"), IQI, Inc., a New York corporation ("IQI") (together, ATC
and IQI are referred to as the "Company"), and Xxxxxxx X. Xxxxxx ("Employee").
R E C I T A L S:
The Company and the Parent desire to employ Employee under the terms
and conditions of this Agreement. Employee represents that Employee is free
from any other obligation of continuing employment with his former employer.
Employee desires employment by the Company and the Parent under the
terms and conditions of this Agreement and further desires to be granted
access to the Company's and the Parent's proprietary information.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the parties agree as follows:
1. EMPLOYMENT. Subject to the terms and conditions set forth
in this Agreement, each of the Company and the Parent employ Employee, and
Employee accepts such employment by the Company and the Parent.
2. DUTIES OF EMPLOYEE.
(a) Employee will serve in the capacities of Executive
Vice President and Chief Financial Officer of each of the Company and the
Parent, subject in each case to the reasonable supervision of the President
and Chief Executive Officer of such corporation. In such capacities, Employee
will have all necessary powers to discharge the responsibilities customarily
performed by the chief financial officer of a public company, including
supervision of the Company's and the Parent financial and accounting
processes, financial and regulatory reporting, relationship with the
Company's and the Parent's independent auditors, and related matters, subject
in each case to the President's and Chief Executive Officer's supervision and
control. Employee will report to the President and Chief Executive Officer of
such corporation.
(b) Commencing May 8, 2000 (the "Effective Date") and
during the remaining term of this Agreement, Employee will devote his full
business time and effort to the performance of his duties and
responsibilities as Executive Vice President and Chief Financial Officer of
the Company and the Parent. Notwithstanding the foregoing, Employee may spend
reasonable amounts of time on his personal civic and charitable
activities that do not interfere with the performance of his duties and
responsibilities to the Company and the Parent. Employee acknowledges that
the Parent's headquarters are currently located in Irving, Texas and hereby
commits that he will perform his duties and responsibilities by officing in
and physically working from these headquarters on a full-time equivalent
basis, except to the extent that ordinary and necessary business travel
obligations require otherwise or to address family emergencies.
(c) Employee will comply with the written rules and
regulations of the Company and the Parent respecting their businesses and
perform the directives and policies of the Company and the Parent as they may
from time to time be stated to Employee verbally or in writing by the Board
of Directors of each corporation.
(d) Employee will comply with Company and Parent
policy regarding the maintenance of accurate business records as may from
time to time be required by the Company or the Parent. Such records may be
examined by the Company or the Parent, as the case may be, at all reasonable
times after written request is delivered to Employee. Any such document will
be delivered to the Company or the Parent, as the case may be, promptly upon
request.
(e) Employee agrees not to solicit or receive any
income or other compensation from any third party in connection with his
employment with the Company and the Parent. The Employee agrees, upon written
request by the Company or the Parent, to render an accounting of all
transactions relating to his business endeavors during the term of his
employment hereunder.
3. TERM. The term of this Agreement (the "Term") will commence
on the Effective Date and continue until terminated in accordance with
Section 8 of this Agreement.
4. SALARY. Commencing on the Effective Date, the Parent will
pay Employee an annual base salary during the term of this Agreement for his
services as Executive Vice President and Chief Financial Officer of the
Parent of $225,000, which will be payable in accordance with the Parent's
standard payroll practice, but not less than monthly. Such base salary will
not include any benefits made available to Employee or any contributions or
payments made on his behalf pursuant to any employee benefit plan or program
of the Parent, including any health, disability or life insurance plan or
program, 401K plan, cash bonus plan, stock incentive plan, retirement plan or
similar plan or program of any nature. Employee's performance and base salary
will be reviewed by the Board of Directors annually (at the regularly
scheduled board meeting occurring nearest in time to each anniversary of the
Effective Date) and, in the discretion of the Board of Directors or the
compensation committee thereof, may be increased, but not decreased without
Employee's consent, by such amount as the Board of Directors or such
committee shall determine. The Company will have no separate salary
obligation to Employee.
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Employee Parent & Co.
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5. BONUS COMPENSATION. The Parent will pay Employee annual
performance based cash bonuses of up to 60% of Employee's then current salary
in accordance with EXHIBIT A attached to this Agreement and the bonus plan
adopted by the Board of Directors for each applicable year. As an example,
the Aegis Communications Group, Inc., 2000 Variable Incentive Compensation
("VIC") Program is attached as part of Exhibit A. The Company will have no
separate bonus obligation to Employee.
6. EMPLOYEE BENEFITS. During the term of this Agreement, the
Parent will provide Employee with all benefits made available from time to
time by the Parent to its employees generally and to Executives who hold
positions similar to that of Employee (including the benefits granted to
other officers of the Parent), such benefits to be in accordance with the
Parent's policies. Specifically, Employee's benefits will include
participation in medical and dental benefit plans or programs (providing
coverage for Employee's immediate family); disability insurance; 401-K plans
as soon as Employee is eligible to participate in such plans; term life
insurance payable to Employee's designated beneficiary; up to two weeks' sick
leave annually (if needed); and four weeks' paid vacation. The Company will
have no separate obligations to Employee with respect to employee benefits,
but shall be jointly and severally liable with Parent for the prompt payment
of the benefit obligations set forth herein.
7. REIMBURSEMENT OF EXPENSES. The Parent will reimburse
Employee, in accordance with Parent and Company policy, for all expenses
actually and reasonably incurred by him in the business interests of the
Parent or the Company. The Parent will also reimburse Employee for expenses
actually and reasonably incurred by Employee in relocating his family to the
Dallas-Fort Worth metropolitan area, including reasonable and customary real
estate commissions (up to 6%) and closing costs incurred in selling
Employee's current principal place of residence, reasonable expenses incurred
in house hunting trips with Employee's spouse, costs of moving Employee's
furniture and household belongings to the Dallas-Fort Worth metropolitan
area, and reasonable and customary closing costs incurred in buying a
principal place of residence in the Dallas-Fort Worth metropolitan area,
exclusive of financing "points". The amount of reimbursement for the expenses
referred to in the preceding sentence will be reduced, however, to the extent
that Employee or Employee's spouse have been or will be reimbursed for such
expenses by another third party, including Employee's spouse's employer.
Reimbursement will be made to Employee upon appropriate documentation of such
expenditures in accordance with the Company's written policies. If Employee
voluntarily terminates his employment with the Parent and the Company within
two years of the Effective Date, Employee will reimburse the Parent for the
unamortized amount of such expenses (balance pro-rated at 1/24th per month of
employment).
8. EARLY TERMINATION. It is the desire and expectation of each
party that the employer-employee relationship will continue as specified
herein and be a pleasant and rewarding experience for the parties hereto. The
Company or the Parent will, however, be entitled to terminate Employee's
employment at any time with or without Cause (as
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3
defined in this Section 8). If the Parent or the Company terminate Employee's
employment without Cause, if the Parent or the Company terminate Employee's
employment following a Change in Control (as defined in this Section 8), or
Employee terminates such employment following occurrence of an Employee
Termination Event, however, the Parent will pay Employee twelve months'
salary as severance compensation (based on Employee's then current annual
base salary) in accordance with the Parent's standard payroll practice, but
not less than monthly. The Company will have no separate obligation to
Employee with respect to severance compensation, but shall be jointly and
severally liable with Parent for the prompt payment of the salary obligations
set forth herein.
If Employee dies, is unable to perform his duties and
responsibilities as a result of disability that continues for 120 consecutive
days or more ("Disability"), voluntarily resigns from the Company or the
Parent (other than a termination by Employee following occurrence of an
Employee Termination Event), or is terminated for Cause, the Parent will pay
Employee (or his estate, executor or legal representative, as appropriate)
any salary that has accrued to the date employment ceases, and the Parent's
obligations to pay additional salary or cash compensation or benefits will
terminate as of such date.
"Cause," for the purpose of this Agreement, will mean the occurrence
of any of the following events:
(a) Performance by Employee of any willful misconduct relating
to the activities of the Company or the Parent, or commission by Employee of
any illegal or fraudulent acts or criminal conduct;
(b) A conviction of or NOLO CONTENDERE plea by Employee for any
criminal acts involving moral turpitude having or reasonably likely to have a
material adverse effect upon the Company or the Parent, including, without
limitation, upon their profitability, reputation or goodwill;
(c) Willful or grossly negligent failure by Employee to perform
his duties in a manner consistent with the Company's or the Parent's best
interests;
(d) Willful refusal by Employee to carry out reasonable
instructions of the Company's or the Parent's President and Chief Executive
Officer or Boards of Directors not inconsistent with the provisions of this
Agreement;
(e) Employee's failure to honor his obligations referred to in
the last sentence of Section 2(b);
(f) Violation by Employee of any of Employee's covenants and
agreements contained in Sections 9, 10 or 11 of this Agreement; or
(g) Any other material breach of Employee's obligations
hereunder, which he
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Employee Parent & Co.
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fails to cure within thirty (30) days after receiving written notice thereof.
"Termination without Cause" shall mean termination by Parent or the
Company for a reason other than "Cause" and "Employee Termination Event"
shall mean termination by Employee, as a consequence of any of the following
events, if such event occurs without Employee's prior consent:
(a) Employee's compensation is reduced;
(b) Employee's responsibilities, functions or duties as
Executive Vice President or Chief Financial Officer are materially reduced; or
(c) Employee's title or reporting relationships change.
A "Change in Control" will be deemed to occur in the following
events:
(i) The acquisition in one or more transactions by any "Person"
(as the term person is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")), of "Beneficial Ownership" (within the meaning of
Rule 13d-3 promulgated under the 0000 Xxx) of a majority of
the combined voting power of the Parent's then outstanding
voting securities (the "Voting Securities"), PROVIDED,
HOWEVER, that for purposes of this subsection (i), the Voting
Securities acquired directly from the Parent by any Person
shall be excluded from the determination of such Person's
Beneficial Ownership of Voting Securities (but such Voting
Securities shall be included in the calculation of the total
number of Voting Securities then outstanding), and PROVIDED
FURTHER, HOWEVER, that for purposes of this subsection (i),
Person shall in no event include Questor Partners Fund II,
L.P., Xxxxxx Equity Investors III, L.P., or any of their
affiliates; or
(ii) Approval by stockholders of the Parent of (A) a merger or
consolidation involving the Parent if the stockholders of the
Parent immediately before such merger or consolidation do not
own, directly or indirectly immediately following such merger
or consolidation, at least a majority of the combined voting
power of the outstanding voting securities of the corporation
resulting from such merger or consolidation in substantially
the same proportion as their ownership of the Voting
Securities immediately before such merger or consolidation or
(B) a complete liquidation or dissolution of the Parent or an
agreement for the sale or other disposition of all or
substantially all of the assets of the Parent.
(iii) Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because a majority or more of the
then outstanding Voting Securities is acquired by (i) a
trustee or other fiduciary holding securities
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Employee Parent & Co.
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under one or more employee benefit plans maintained by the
Parent or any of its subsidiaries or (ii) any corporation
that, immediately prior to such acquisition, is owned directly
or indirectly by the stockholders of the Parent in the same
proportion as their ownership of stock in the Parent
immediately prior to such acquisition;
(iv) Moreover, notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any Person (the
"Subject Person") acquired Beneficial Ownership of more than
the permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Parent
which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Person, provided that if a
Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities
by the Parent, and after such share acquisition by the Parent,
the Subject Person becomes the Beneficial Owner of any
additional Voting Securities which increases the percentage of
the then outstanding Voting Securities Beneficially Owned by
the Subject Person, then a Change in Control shall occur.
9. NON-COMPETITION AGREEMENT. Employee understands that during
the course of his employment by the Company and the Parent, Employee will (i)
have access to and receive the benefit of special training and unique
information, including, but not limited to, research, systems, development,
marketing, management, business development, customer satisfaction methods
and techniques, business process improvements and other developments in
marketing methods and providing services to their customers, and (ii)
represent the Company and the Parent and their affiliates and develop
contacts and relationships with other persons and entities on behalf of such
entities, including but, not limited to, customers, potential customers and
other employees of such entities. To protect such entities' interest in this
information and in these contacts and relationships, Employee agrees and
covenants that during the term of his employment by the Company and the
Parent, and for a period of one year after the termination of such employment
for any reason, without prior written approval of the Company and the Parent,
Employee will not, in connection with any business that is engaged in, or is
about to be engaged in, by the Company or the Parent, which includes, but is
not limited to, inbound and outbound telemarketing and customer care
services, whether conducted by telephone or the internet, and the provision
of market research services as currently provided by Xxxxxx & Lavidge, the
consulting, design and implementation of any of these services, including
organization and investment in related industries or professions (the
"Business"), directly or indirectly, either as an individual or as an
employee, partner, officer, director, shareholder, advisor, or consultant or
in any other capacity whatsoever, of any person (other than ownership of less
than 5% of the issued and outstanding voting securities of a publicly held
corporations): (a) recruit, hire, assist others in recruiting or hiring,
discuss employment with, or refer to others for employment any person who is,
or within the 12 month period immediately preceding the date of any such
activity was, an employee of the Company or the Parent or their
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Employee Parent & Co.
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affiliates; or (b) conduct or assist others in conducting any business or
activity that competes with the Business in the United States, its
territories or possessions.
It is understood and agreed that the scope of the foregoing covenant
is reasonable as to time, area and persons and is necessary to protect the
legitimate business interests of the Company, the Parent and their
affiliates. It is further agreed that such covenant will be regarded as
divisible and will be operative as to time, area and persons to the extent
that it may be so operative, and if any part of such covenant is declared
invalid, unenforceable, or void as to time, area or persons, the validity and
enforceability of the remainder will not be affected.
If Employee violates the restrictive covenants of this Section 9 and
the Company or the Parent brings legal action for injunctive or other relief,
neither the Company nor the Parent will be deprived of the benefit of the
full period of the restrictive covenant, as a result of the time involved in
obtaining the relief. Accordingly, Employee agrees that the restricted period
following the term of employment will have a duration of one year, and the
regularly scheduled expiration date of such covenant will be extended by the
same amount of time that Employee is determined to have violated such
covenant.
10. CONFIDENTIALITY. Employee acknowledges that he has learned
and will learn Confidential Information (as defined herein) relating to the
business conducted and to be conducted by the Company, the Parent or their
affiliates. Employee agrees that he will not, except in the normal and proper
course of his duties hereunder, disclose or use or authorize any third party
to disclose or use any such Confidential Information, without prior written
approval of the Company or the Parent. As used in this Section 10,
"Confidential Information" will mean information disclosed to or known to
Employee as a direct or indirect consequence of or through his employment
with the Company or the Parent, about any customer's, supplier's or the
Company's or the Parent's business, methods, business plans, operations,
products, processes, and services, including, but not limited to, information
relating to research, development, inventions, recommendations, programs,
systems, and systems analyses, flow charts, finances, and financial
statements, marketing plans and strategies, merchandising, pricing
strategies, merchandise sources, client sources, system designs, procedure
manuals, automated data programs, financing methods, financial projections,
terms and conditions of arrangements of any business, computer software,
terms and conditions of business arrangements with clients or suppliers,
reports, personnel procedures, supply and services resources, names and
addresses of clients, the Company's or the Parent's contacts, names of
professional advisors, and all other information pertaining to clients and
suppliers, including, but not limited to assets, business interests, personal
data and all other information pertaining to the Company or the Parent,
clients or suppliers whatsoever, including all accompanying documentation
therefor. All information disclosed to Employee, or to which Employee has
access during the period of his employment, which is treated by the Employer
as Confidential Information, will be presumed to be Confidential Information
hereunder. Confidential Information will not, however, include information
that (i) is publicly known or becomes publicly known through no fault of
Employee, or (ii) is generally or
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Employee Parent & Co.
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readily obtainable by the public, or (iii) constitutes general skills,
knowledge and experience acquired by Employee before and/or during his
employment with the Company and the Parent.
Employee agrees that all documents of any nature pertaining to
activities of the Company, the Parent or their affiliates, or that include
any Confidential Information, in his possession now or at any time during the
term of his employment, including without limitation, memoranda, notebooks,
notes, data sheets, records and computer programs, are and will be the
property of such entity and that all copies thereof will be surrendered to
the appropriate entity upon termination of his employment.
11. INVENTIONS; DEVELOPMENTS. Employee agrees to notify the
Company and the Parent of any discovery, invention, innovation, or
improvement which is related to the Business or to the business of any
customer or supplier (collectively called "Developments") conceived or
developed by Employee during the term of the Employee's employment.
Developments will include, without limitation, developments in computer
software, logical systems, algorithms, and any or all other intellectual
properties related to the Business. All Developments, including but not
limited to all written documents pertaining thereto, will be the exclusive
property of the Company or the Parent, as the case may be, and will be
considered Confidential Information subject to the terms of this Agreement.
Employee agrees that when appropriate, and upon written request of the
Company or the Parent, as the case may be, the Employee will acknowledge that
Developments are "works for hire" and will file for patents or copyrights
with regard to any or all Developments and will sign documentation necessary
to evidence ownership of Developments in the Company or the Parent, as the
case may be.
12. EXIT INTERVIEW. To insure a clear understanding of this
Agreement, including, but not limited to, the protection of the Company's and
the Parent's business interests, Employee agrees, at no additional expense to
the Company and the Parent, at a mutually acceptable time and place to engage
in an exit interview with the Company and the Parent prior to Employee's
departure from the Company and the Parent.
13. RIGHT OF SETOFF. The Company and the Parent will be
entitled, at their option and not in lieu of any other remedies to which they
may be entitled, to set off any amounts due Employee or any affiliate of
Employee against any amount due and payable by Employee or any affiliate of
Employee to the Company and the Parent ("Set-Offs") pursuant to this
Agreement or otherwise, provided that the Set-Offs are set forth in detail in
writing with supporting evidence to substantiate each Set-Off.
14. MISCELLANEOUS.
(a) Any notice, demand or request required or
permitted to be given or made under this Agreement will be in writing and
will be deemed given or made when delivered in person, when sent by United
States registered or certified mail, or postage
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Employee Parent & Co.
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prepaid, or when telecopied to a party at its address or telecopy number
specified below:
If to the Parent or the Company:
Aegis Communications Group, Inc.
0000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Telecopy number: (000) 000-0000
With a copy to:
Xxxxxx & Xxxx, L.L.P.
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxx Xxxxxx Birch
Telecopy number: (000) 000-0000
If to Employee:
Xxxxxxx X. Xxxxxx
0000 Xxxx Xxxxxx Xxxxx
Xxxxx, Xxxxx 00000
With a copy to:
The parties to this Agreement may change their addresses for notice in
the manner provided above.
(b) All section titles and captions in this Agreement
are for convenience only, will not be deemed part of this Agreement, and in
no way will define, limit, extend or describe the scope or intent of any
provisions hereof.
(c) Whenever the context may require, any pronoun used
in this Agreement will include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns, pronouns and verbs will include
the plural and vice versa.
(d) The parties will execute all documents, provide
all information and take or refrain from taking all actions as may be
reasonably necessary or appropriate to achieve the purposes of this Agreement.
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Employee Parent & Co.
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(e) This Agreement will be binding upon and inure to
the benefit of the parties hereto, their representatives and permitted
successors and assigns. Except for the provisions of Sections 9, 10 and 11 of
this Agreement, which are intended to benefit the Company's and the Parent's
affiliates as third party beneficiaries, or as otherwise expressly provided
in this Agreement, nothing in this Agreement, express or implied, is intended
to confer upon any person other than the parties to this Agreement, their
respective representatives and permitted successors and assigns, any rights,
remedies or obligations under or by reason of this Agreement.
(f) This Agreement constitutes the entire agreement
among the parties hereto pertaining to the specific subject matter hereof and
supersedes all prior agreements and understandings pertaining thereto.
(g) None of the provisions of this Agreement will be
for the benefit of or enforceable by any creditors of the parties, except as
otherwise expressly provided herein.
(h) No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement
or to exercise any right or remedy consequent upon a breach thereof will
constitute waiver of any such breach or any other covenant, duty, agreement
or condition.
(i) This Agreement may be executed in counterparts,
all of which together will constitute one agreement binding on all the
parties hereto, notwithstanding that all such parties are not signatories to
the original or the same counterpart.
(j) THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW. All claims, disputes, and controversies
arising out of or relating to this Agreement or the performance, breach,
validity, interpretation, application or enforcement hereof, including any
claims for equitable relief or claims based on contract, tort, statute, or
any alleged breach, default, or misrepresentation in connection with any of
the provisions hereof, will be resolved by binding arbitration. A party may
initiate arbitration by sending written notice of its intention to arbitrate
to the other party and to the American Arbitration Association ("AAA") office
located in Dallas, Texas (the "Arbitration Notice"). The Arbitration Notice
will contain a description of the dispute and the remedy sought. The
arbitration will be conducted at the offices of the AAA in Dallas, Texas
before an independent and impartial arbitrator who is selected by mutual
agreement, or, in the absence of such agreement, before three independent and
impartial arbitrators, of whom each party will appoint one, with the third
being chosen by the two appointed by the parties. In no event may the demand
for arbitration be made after the date when the institution of a legal or
equitable proceeding based on such claim, dispute, or other matter
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Employee Parent & Co.
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in question would be barred by the applicable statute of limitations. The
arbitration and any discovery conducted in connection therewith will be
conducted n accordance with the Commercial Rules of arbitration and
procedures established by AAA in effect at the time of the arbitration,
including without limitation the expedited procedures set forth therein (the
"AAA Rules"). The decision of the arbitrator(s) will be final and binding on
all parties and their successors and permitted assignees. The judgment upon
the award rendered by the arbitrator(s) may be entered by any court having
jurisdiction thereof. The arbitrator(s) will be selected no later than 30
days after the date of the Arbitration Notice. The arbitration hearing will
commence no later than 60 days after the arbitrator(s) is selected. The
arbitrator(s) will render a decision no later than 30 days after the close of
the hearing, in accordance with AAA Rules. The arbitrator's fees and costs
will conform to the then current AAA fee schedule and will be borne equally
by the parties.
(k) If any provision of this Agreement is declared or
found to be illegal, unenforceable, or void, in whole or in part, then the
parties will be relieved of all obligations arising under such provision, but
only to the extent that it is illegal, unenforceable or void, it being the
intent and agreement of the parties that this Agreement will be deemed
amended by modifying such provision to the extent necessary to make it legal
and enforceable while preserving its intent or, if that is not possible, by
substituting therefor another provision that is legal and enforceable and
achieves the same objectives.
(l) No supplement, modification or amendment of this
agreement or waiver of any provision of this Agreement will be binding unless
executed in writing by all parties to this Agreement. No waiver of any of the
provisions of this Agreement will be deemed or will constitute a waiver of
any other provision of this Agreement (regardless of whether similar), nor
will any such waiver constitute a continuing wavier unless otherwise
expressly provided.
(m) Employee acknowledges and agrees that the Company
and the Parent would be irreparably harmed by any violation of Employee's
obligations under Sections 9, 10 and 11 hereof and that, in addition to all
other rights or remedies available at law or in equity, the Company and the
Parent will be entitled to injunctive and other equitable relief to prevent
or enjoin any such violation. The provisions of Sections 9, 10 and 11 hereof
will survive any termination of this Agreement, in accordance with their
terms.
(n) No party may assign this Agreement or any rights
or benefits thereunder without the written consent of the other parties to
this Agreement.
EXECUTED as of the date first above written.
AEGIS COMMUNICATIONS GROUP, INC.
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By:
---------------------------------------
Xxxx X. Xxxx,
Chairman of the Board
ADVANCED TELEMARKETING CORPORATION
By:
---------------------------------------
Xxxx X. Xxxx,
Chairman of the Board
IQI, INC.
By:
---------------------------------------
Xxxx X. Xxxx,
Chairman of the Board
------------------------------------------
Xxxxxxx X. Xxxxxx
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Employee Parent & Co.
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EXHIBIT A
Employee will be entitled to receive a cash bonus of 60% of his
annualized salary (pro-rated for any partial year of employment, except the
year 2000, which will not be pro-rated) upon the full attainment by the
Parent, the Company and their consolidated subsidiaries of the annual bonus
plan objectives stipulated by the Board of Directors from year to year. Such
annual cash bonus will be payable within 30 (thirty) days of the completion
of the audit for the applicable year. The Year 2000 Variable Incentive
Compensation (VIC) annual bonus plan is attached hereto.
As an example, Employee's Year 2000 VIC Program is based only on
EBITDA. For example, if Parent obtains 100% of EBITDA, Employee's bonus would
equal 100% of the proposed payout, or 60% of annual salary. If Parent obtains
120% of EBITDA goal, Employee's bonus would equal 150% of the proposed 60% of
annual salary. Conversely, under the 2000 VIC Program, if the Parent does not
attain 70% of its EBITDA goal, no bonus would be due.
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