EXHIBIT 10.15
SEPARATION AGREEMENT AND GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is entered into
by and between XXXXX X. MAJOR ("Employee") and SITEL CORPORATION ("Employer")
effective October 14, 1998 ("Effective Date").
Employer and Employee have mutually agreed to end their employer-employee
relationship. This Agreement is intended to provide the terms of their mutual
separation.
1. Non-Admission. This Agreement shall not in any way be construed as an
admission by Employer, its officers, directors, agents, or employees, of any
wrongful or unlawful act or omission whatsoever against Employee or any other
person. Employer specifically disclaims any liability to, or wrongful or
unlawful act or omission against, Employee or any other person on the part of
itself, its officers, directors, agents or employees.
2. Waiver. As a material inducement to Employer to enter into this
Agreement, Employee represents that he has not filed any lawsuits, charges, or
complaints, of discrimination with any local, state or federal agency or court
of law arising from his relationship with Employer, including the mutual
termination of said relationship. Employee further represents that, subject to
Employer's compliance with the terms of this Agreement, he will not seek to
recover any monetary damages against Employer.
3. Compensation. As a material inducement to Employee to enter into this
Agreement, Employer agrees to:
(a) pay Employee the equivalent of six (6) months of Employee's regular
base salary in equal installments and on the dates which correspond to
Employer's regular paydays for the payroll periods through April 30, 1999;
(b) pay the same portion of the premium costs associated with continued
health/dental insurance coverage of Employee, his spouse and dependents
under COBRA, on the dates such payments come due for the six month period
through April 30, 1999, as Employer paid when Employee was a SITEL employee
(with Employee paying the same contribution he had been paying as a SITEL
employee), provided that Employee timely elects continued health/dental
insurance coverage under COBRA and subject to the customary terms
applicable to such continued insurance coverage under COBRA;
(c) pay the same portion of the premium costs associated with continued
individual long term disability and group life insurance coverage of
Employee on the dates such payments come due for the six month period
through April 30, 1999, as Employer paid when Employee was a SITEL employee
(with Employee paying the same contribution he had been paying as a SITEL
employee);
(d) assign to Employee Employer's rights and obligations under the
lease agreement covering the car used by Employee (the "Car Lease"),
subject to the leasing company's approval of Employee's application for
assignment (Employer to pay the $400 assignment fee); between the Effective
Date and the termination of the Car Lease in March 1999 pay Employee
additional cash compensation equal to the remaining monthly lease payments
on the dates such payments come due until the Car Lease terminates in March
1999; and at the termination of the Car Lease Employer shall be entitled to
the return of any security deposit it gave to the leasing company;
(e) pay Employee per company policy for his five (5) days of accrued
but unused vacation;
(f) transfer the IBM ThinkPad computer and accompanying Zip drive
(previously used by Employee but owned by Employer) to Employee in lieu of
any bonus accrual for 1998, provided that Employee shall first deliver the
computer equipment to Employer so that Employer may remove from the
computer equipment any information, data, files, software programs, or
other materials belonging to Employer or which Employer deems to be of a
confidential nature regarding Employer's business;
(g) instruct the appropriate fiduciaries of Employer's 401(k) and
401(n) plans to distribute to Employee in lump sum payments any funds to
which Employee is entitled under such plans as promptly as practicable
following Employee's completion and delivery to Employer of the appropriate
forms requesting such lump sum distributions;
(h) reimburse Employee for business expenses which he incurred through
the Effective Date of this Agreement in accordance with Employer's policies
promptly following Employee's completion and delivery of the appropriate
forms and accompanying substantiation in accordance with such policies; and
(i) pay for outplacement services for Employee through April 30, 1999
using Employer's usual outplacement services agency at a total cost not to
exceed $5,000.
With respect to any other Employer benefit plans in which Employee participated
prior to the Effective Date, such as the 401(k) plan and Executive Wealth
Accumulation Plan, Employee's participation in such plans shall end as of the
Effective Date and Employee shall be entitled to such benefits as may be payable
to him in accordance with and subject to the terms and conditions of such plans
as in effect from time to time. Employee specifically acknowledges that he is
not entitled to any further bonus for all or any part of 1998 and that he is not
owed any accrued but unpaid bonuses for earlier years.
4. Consideration for Release. Employee expressly acknowledges that the
payments provided in Paragraph 3 include consideration for the settlement,
waiver, release, and discharge of any and all claims arising under the common
law or under federal state or local statute, law or regulation, pertaining to
employment discrimination based on race/color, religion, sex, national origin,
disability, or age (Age Discrimination in Employment Act), wrongful discharge,
breach of contract, infliction of emotional distress, or any other reason
established by
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the common law or by federal, state or local laws.
5. Effect on Options.
(a) Employee also specifically acknowledges that as of the date of his
mutual separation from Employer he shall accrue no additional interest or
vesting in any options to purchase stock of Employer and shall be limited
in his rights to exercise stock options to only the Continuing Options (as
defined in Paragraph 5(b) below).
(b) The "Continuing Options" are 600,000 options with an exercise price
of $5.921875 each which were granted pursuant to two option agreements
dated on or about October 23, 1995 (the "Option Agreements") and under
which the "Latest Expiration Date" is January 21, 2001. The Continuing
Options shall remain outstanding and exercisable in accordance with and
subject to their terms and conditions as existed prior to Employee's
separation from employment. For purposes of clarity, Employer and Employee
specifically acknowledge that, notwithstanding anything to the contrary
herein, Section 4(b) of the Option Agreements (addressing termination of
employment other than for cause) shall be applicable to this mutual
separation and that Employee shall have the right to make the election in
Section 4(b)(1) of the Option Agreements to accelerate the exercisability
of the Continuing Options, in which case the Continuing Options shall
terminate if not exercised within the three-month period provided for in
Section 4(b)(1), and that Section 4(b)(2) of the Option Agreements provides
that if Employee does not make such election then the Continuing Options
shall become and remain exercisable according to Section 3 of the Option
Agreements despite Employee's separation from employment. The Voting
Agreement, Irrevocable Proxy and Right of First Refusal applicable to any
shares now or hereafter acquired by Employee in the future pursuant to
exercises of the Continuing Options shall continue in effect after the date
hereof according to their existing terms and conditions.
(c) All other options granted to Employee, including without
limitation, the 110,000 award program options with an exercise price of
$15.50 each granted to Employee on December 26, 1996, by their terms and
conditions shall terminate upon the Effective Date.
6. Resignation. Employee hereby resigns effective immediately from all
positions he holds as a director and/or officer of Employer or any of its
subsidiaries and as a trustee of any of Employer's benefit plans. Employee shall
hereafter execute and deliver such certificates and further documents as
Employer may reasonably request to evidence and further effectuate such
resignation. Employee's mutual separation from employment is effective as of the
Effective Date.
7. Intent. The parties understand and agree that the overriding and
controlling intent of this Agreement is to accomplish a full release of all
claims or actions Employee has or might have against Employer, as well as any
parent, subsidiary or affiliated company, its and their officers, directors,
agents, and employees, for any wrongful, unlawful or unfair act or omission up
to and including the date of the execution of this Agreement.
8. Release. Employee, for himself and his successors and assigns, does
hereby
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release, settle, acquit and forever discharge Employer, as well as any parent,
subsidiary, or affiliated company, its and their officers, directors, agents and
employees, or and from any and all claims, actions, causes of action, rights,
demands, debts, damages, or any action of whatever nature arising from or during
Employee's relationship with Employer, including the mutual termination thereof.
9. Knowing and Voluntary. Employee expressly acknowledges that he
understands all the provisions of this Agreement and that he is knowingly and
voluntarily entering into this Agreement. Employee further acknowledges that
Employer has encouraged and given him the opportunity to thoroughly discuss all
aspects of this Agreement with his attorney and other advisors before signing
this Agreement.
10. Cooperation. If any claims, actions or proceedings involving or
affecting Employer, its subsidiaries or affiliates arise which pertain to any
period, transaction or occurrence prior to and including the Effective Date and
in respect of which Employer reasonably believes Employee's assistance or
cooperation will be advisable, Employee agrees to cooperate fully with Employer
in investigating, preparing and testifying in respect of such claims, actions or
proceedings. Employee's assistance and cooperation shall be provided without
further consideration beyond that provided in Paragraph 3 of this Agreement but
Employee shall be reimbursed for all reasonable out-of-pocket expenses in
connection with such assistance and cooperation which is incurred and reported
in accordance with Employer's policies and procedures.
11. Return of Property. Employee shall immediately return to Employer all
property of Employer which remains within Employee's possession or control,
including without limitation, as applicable, keys, access cards, passwords,
computers, cellular phones, and automobiles, except as otherwise provided in
Paragraphs 3(d) and 3(f) of this Agreement.
12. Governing Law. This Agreement is made and entered into in the State of
Nebraska and shall in all respects be interpreted, enforced, and governed under
the laws of said State. The language of all parts of this Agreement shall in all
cases be construed as a whole, according to its fair meaning, and not strictly
for or against any of the parties hereto.
13. Effect of Invalidity. Should any provision of this Agreement be
declared or be determined by any court of competent jurisdiction to be illegal,
invalid, void, or unenforceable, the legality, validity and enforceability of
the remaining parts, terms, or provisions shall not be affected thereby, and any
said illegal, unenforceable or invalid part, term or provision shall be deemed
not a part of this Agreement.
14. Entire Agreement. This Agreement sets forth the entire agreement
between the parties and, unless otherwise specified herein, fully supersedes any
and all prior agreements or understandings between the parties as to Employee's
employment, except as expressly provided in Paragraphs 3 and 5 and except as
provided below in this Paragraph 14: (a) Employee specifically acknowledges his
continuing obligations to comply with the provisions of the Confidentiality and
Non-Competition Agreement between Employer and Employee dated on or about
October 23, 1995 as well as the provisions of the North American Incentive Bonus
Plan Non-Solicitation Agreement which Employee signed in order to participate in
the 1998 North
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America incentive bonus program, which agreements both remain in full force and
effect; and (b) Employer and Employee specifically acknowledge that the
Indemnification Agreement dated on or about October 23, 1995 relating to
Employee's service as an officer and director remains in effect according to its
existing terms and conditions.
15. Opportunity to Review. Employee expressly acknowledges that Employer
has advised him that he may take up to twenty-one (21) days in which to review
the terms of this Agreement, and that following his execution of this Agreement,
he has an additional seven (7) days in which to revoke his agreement. Any such
revocation shall not affect the resignations tendered by Employee pursuant to
Paragraph 6, which shall remain in full force and effect from the date thereof.
16. Survivorship Rights. If Employee dies prior to April 30, 1999 and his
spouse survives him, then Employer shall continue to pay or make available to
Employee's spouse at the times, on the terms and for the duration specified
therein the payments and benefits described in Paragraph 3 of this Agreement
(except life and disability insurance coverage, which will terminate with
Employee's death).
[Signature page follows]
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SIGNATURE PAGE TO
SEPARATION AGREEMENT AND GENERAL RELEASE
EXECUTED as of the Effective Date.
Employee:
------------------------------------
XXXXX X. MAJOR
Employer:
SITEL CORPORATION
By: __________________________________
Title: _______________________________
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