EXHIBIT 99.7
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement dated April 29, 2002 (this
"Amendment") amends the Employment Agreement (the "Employment Agreement") dated
September 29, 2000 between TeleSpectrum Worldwide Inc., a Delaware corporation
(the "Company"), and Xxxx Xxxxxxxxxxx (the "Employee").
RECITALS
WHEREAS, the Employment Agreement reflects the terms and conditions upon
which the Employee is employed by the Company; and
WHEREAS, the Company and its secured lenders have reached an agreement to
restructure the Company's balance sheet, whereby the secured lenders will
convert certain of their debt into equity of the Company (the
"Recapitalization") pursuant to that Preferred Stock Issuance and Restructuring
Agreement (the "Restructuring Agreement") of even date herewith among the
Company, the lenders named therein and BNP Paribas, as Agent; and
WHEREAS, in connection with the Recapitalization, the parties desire to
amend certain of the provisions of the Employment Agreement; and
WHEREAS, the Employee desires to participate in the Company's Sale Makeup
Payment Plan; and
WHEREAS, in connection with the Recapitalization, the Company desires to
terminate and cancel any and all stock options granted to the Employee pursuant
to the Employment Agreement or otherwise (whether such options were granted
under the Company's 1996 Equity Compensation Plan (the "1996 Plan") or outside
of the 1996 Plan), and the Employee desires to acknowledge such termination.
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Amendment to Section 1(a) of Employment Agreement. Upon the
Recapitalization Closing (as hereinafter defined), Section 1(a) of the
Employment Agreement is hereby amended by deleting the last sentence of such
section in its entirety.
2. Amendment to Section 3(a) of Employment Agreement. Upon the
Recapitalization Closing, Section 3(a) of the Employment Agreement is hereby
amended by deleting the last sentence of such section and by adding in its place
the following:
"In addition to Salary, upon the Recapitalization Closing, the Company
shall pay to the Employee the amount of $70,000."
3. Amendment to Section 3(b) of Employment Agreement. Upon the
Recapitalization Closing, Section 3(b) of the Employment Agreement is hereby
amended and restated in its entirety as follows:
"(b) The Employee shall be eligible to receive annual performance
bonuses (such amounts are referred to herein as the "Bonus") in accordance
with the following schedule:
(i) If (A) the Company's EBITDA (as defined below) for
calendar year 2002 is at least $9.5 million and (B) the
Company's EBITDA for the third and fourth quarters of calendar
year 2002 (July 1 through December 31, 2002) (the "2002 Second
Half EBITDA") is at least $6 million (the "2002 Second Half
EBITDA Target"), the Company shall pay the Employee a Bonus
for 2002 equal to 75% of the Salary.
(ii) In the event the 2002 Second Half EBITDA exceeds the 2002
Second Half EBITDA Target, the Company shall increase the
Bonus by an amount equal to 5% of the Salary for every
$250,000 by which the 2002 Second Half EBITDA exceeds the 2002
Second Half EBITDA Target; provided that the Bonus with
respect to 2002 shall not exceed 100% of the Salary.
(iii) If the Company does not achieve the EBITDA targets set
forth above, the Board, in its discretion, may determine to
issue the Employee a Bonus.
(iv) For years after 2002, the Bonus will be based on the
budgeted EBITDA for such year as determined by the Board in
its sole discretion, in the same manner as set forth in
Sections 3(b)(i) and (ii) above.
For purposes of this Employment Agreement, "EBITDA" shall have the
meaning of "Consolidated EBITDA," as defined in the Second Amended and
Restated Credit Agreement of dated April 29, 2002 among the Company, the
lenders named therein and BNP Paribas, as Agent."
4. Amendment to Section 3(c) of Employment Agreement. Upon the
Recapitalization Closing, Section 3(c) of the Employment Agreement is hereby
amended and restated in its entirety as follows:
"(c) The Employee shall be eligible to participate in the Company's
Sale Makeup Payment Plan as provided therein."
5. Acknowledgment of Termination of Stock Options. Upon the
Recapitalization Closing, any and all stock options granted to the Employee by
the Company (whether such options were granted under or outside of the 1996
Plan) are hereby cancelled and terminated.
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6. Effectiveness of Amendment. This Amendment shall become effective upon
the closing of the Recapitalization pursuant to the Restructuring Agreement (the
"Recapitalization Closing").
7. Confirmation of Employment Agreement. Except as amended and
supplemented by this Amendment, the Employment Agreement is ratified and
confirmed in all respects and remains in full force and effect. After the
Recapitalization Closing, the Employment Agreement and this Amendment shall be
read, taken and construed as one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first above written.
TELESPECTRUM WORLDWIDE INC.
By: /s/ J. Xxxxx Xxxxxx
___________________________________
Name: J. Xxxxx Xxxxxx
Title: Chief Executive Officer
EMPLOYEE:
/s/ Xxxx Xxxxxxxxxxx
___________________________________
XXXX XXXXXXXXXXX
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